Common use of Required Notices Clause in Contracts

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Board of Directors None of the Company Board, the Special Committee, the Company, any Subsidiary of the Company or any Representative of any of the foregoing shall not take any of the actions referred to in Section 6.03(b7.03(b)(i) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking any such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a reasonably current basis of the status and material terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) after the date hereof of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, made or has made, a Company could reasonably be expected to make an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and material terms of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent by or provided to the Company or any of its Subsidiaries or any of their respective Representatives that describes describe any material terms or conditions of, or other material information relating to, any Acquisition Proposal (as well as written summaries of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any material oral communications addressing such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(cmatters).

Required Notices. The Board of Directors of the Company Parent shall not take any of the actions referred to in Section 6.03(b7.04(b) unless the Company Parent shall have delivered to Parent the Company a prior written notice advising Parent the Company that it intends to take such action, and, after taking such action, the Company Parent shall, if such action is in connection with a Company Parent Acquisition Proposal, continue to advise Parent the Company on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, Parent shall notify the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company Parent (or any of its Representatives) of any Company Parent Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Parent Acquisition Proposal or any written request for information relating to the Company Parent or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company Parent or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company Parent Acquisition Proposal. The Company Parent shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Parent Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent the Company copies of all material correspondence and written materials sent or provided to the Company Parent or any of its Subsidiaries that describes any terms or conditions of any Company Parent Acquisition Proposal. The Company Parent shall keep Parent the Company reasonably informed, on a reasonably current basis, of the status and details of any such Company Parent Acquisition Proposal, indication or request. Any material amendment to any Company Parent Acquisition Proposal will be deemed to be a new Company Parent Acquisition Proposal for purposes of the CompanyParent’s compliance with this Section 6.03(c7.04(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.03(b6.4(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, and the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current basis after taking such action of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Takeover Proposal or of any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company Acquisition Takeover Proposal. The Company , which notice shall within 24 hours of receipt thereof provide such notice be provided orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Takeover Proposal, indication or requestrequest (including any changes thereto). The Company shall keep Parent reasonably informed, on a current basis, of the status and details of any such Takeover Proposal, indication or request (including any material changes thereto) and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any describe the material terms or and conditions of any Company Acquisition Takeover Proposal. The Notwithstanding the foregoing provisions of this Section 6.4(c) or the provisions of Section 6.4(b), but without limitation of the further proviso in Section 6.4(b), the Company shall keep not be required to provide Parent reasonably informedwith the information, on a reasonably current basis, of agreements or other documents described in such provisions to the status and details extent that doing so would violate the terms of any such confidentiality agreement to which the Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be is a new Company Acquisition Proposal for purposes of party on the Company’s compliance with this Section 6.03(c)date hereof.

Required Notices. The Board of Directors None of the Company Board, the Company, any Subsidiaries of the Company or any of their respective Representatives shall not take any of the actions referred to in Section 6.03(b7.04(b) unless the Company shall have delivered to Parent the Investor a prior written notice advising Parent the Investor that it intends to take such action, and, after taking any such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent the Investor on a reasonably current basis of the status and material terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent the Investor promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company is seeking to make or would reasonably be expected to make an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep the Investor reasonably informed, on a reasonably current basis, of the status and material terms of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent the Investor copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any material terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any material oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c7.04(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, and after taking such action, action the Company shall, if such action is in connection with a Company an Acquisition Proposal, continue to advise Parent on a reasonably current basis of the status and material terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 48 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from by a Third Party that such Third Party it is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed of the status and details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 48 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company an Acquisition Proposal, continue to advise Parent on a reasonably current basis of on the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a current basis, of the status and details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) (x) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries by the Third Party that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Proposal and (y) notify Parent reasonably informed, on a reasonably current basis, of the status and details after it becomes aware of any such Company Acquisition Proposal, indication intentional and material breach of any of this Section 6.03 expressly sanctioned or requestknowingly permitted by the Company. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) 7.04 unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a reasonably current basis of the status and material terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written express indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal Proposal, or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering makingwould reasonably be expected to lead to, result in or has made, a Company facilitate the making of an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and material terms of any such Acquisition Proposal, indication or request and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes describe any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c7.04(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action at least 48 hours in advance of taking such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current basis as promptly as practicable (and in any event within 48 hours) of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent as promptly as practicable (but in no event later than 24 48 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party notification to the Company (or any of its Representatives) that such Third Party is considering making would reasonably be expected to result in a Company Acquisition Proposal or of any written request received by the Company (or any of its Representatives) for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering makingmade, or has madewould reasonably be expected to lead to, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent fully informed, on a current basis, of the status and details of any such Company Acquisition Proposal, indication or request and shall as promptly as practicable (but in no event later than 24 48 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b6.4(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company an Acquisition Proposal, continue to advise Parent on a current basis of on the status and terms of any discussions and negotiations with the Third Partythird party and the Company is not in breach of any of the other requirements of this Section 6.4. In addition, the Company shall notify Parent promptly (but in no event later than 24 twenty-four (24) hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party third party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries the Company’s subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries the Company’s subsidiaries by any Third Party third party that has indicated that it is considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party third party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a current basis, of the status and details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 twenty-four (24) hours after receipt) (x) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries the Company’s subsidiaries by the third party that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Proposal and (y) notify Parent reasonably informed, on a reasonably current basis, of the status and details after it becomes aware of any such Company Acquisition Proposal, indication breach of this Section 6.4 expressly sanctioned or requestknowingly permitted by the Company. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c6.4(c).

Required Notices. The Board of Directors of Company and the Company Board shall not take any of the actions referred to in Section 6.03(b6.4(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations first complied with the Third Partyapplicable requirements of this Section 6.4(c). In addition, the The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or or, if received by any of its the Company's Representatives, after the Company is informed by such Representative) of any Company Acquisition Proposal or of any inquiries or other communication regarding the making of an Acquisition Proposal, including the material terms and conditions thereof and providing a copy, if applicable, of any written indication from a Third Party that requests, proposals or offers, including proposed agreements, and the identity of the Person making (or inquiry or communications about) such Third Party is considering making a Company Acquisition Proposal and its proposed financing sources, if any, and shall keep Parent reasonably informed on a prompt basis (but in any event no later than 24 hours) as to the status (including changes or proposed changes to the material terms) of such Acquisition Proposal. The Company shall also notify Parent promptly (but in no event later than 24 hours) after receipt by the Company of any written request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated informed the Company that it is considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours also notify Parent promptly of receipt thereof provide such notice orally and the Company's intention to take the actions set forth in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication clauses (A) or request, and shall promptly (but in no event later than 24 hours after receiptB) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition ProposalSection 6.4(b)(i). The Company shall keep agrees that it and its Subsidiaries will not enter into any confidentiality agreement with any Third Party subsequent to the date hereof which prohibits the Company from providing any information to Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance in accordance with this Section 6.03(c)6.4.

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, and after taking such action, action the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current prompt basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall shall, if such action is in connection with an Acquisition Proposal, notify Parent promptly (but in no event later than 24 48 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent informed, on a prompt basis, of the status and details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 48 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b6.03(b)(i) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a reasonably current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from notification to the Company (or any of its Representatives) that a Third Party that such Third Party is considering making a Company Acquisition Proposal or of any written request received by the Company (or any of its Representatives) for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated made, or that has notified the Company (or any of its Representatives) that it is is, or to the knowledge of the Company is, considering making, or has made, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any material terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the any Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent fully informed, on a current basis (and in any event within 24 hours of the occurrence of any material changes, developments, discussions or negotiations), of the status and details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) 6.04 unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current prompt basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or or, if received by any of its the Company’s Representatives, after the Company is informed by such Representative) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent informed, on a prompt basis, of the status, terms of any discussions and details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials that describe any terms or conditions of any Acquisition Proposal sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or requestSubsidiaries. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c6.04(c).

Required Notices. (i) The Board of Directors of Company, the Special Committee and the Company Board shall not take any of the actions referred to in Section 6.03(b7.03(b) unless the Company shall have delivered first complied with the applicable requirements of this Section 7.03(c). (ii) The Special Committee shall promptly notify Parent, in writing, and in no event later than 24 hours after receipt by the Special Committee (or any of its Representatives), if any proposal, offer, inquiry or other contact is received by, or any discussions or negotiations are sought to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such actionbe initiated or continued with, the Company shall, if such action is in connection with a Company respect of any Acquisition Proposal, continue and shall, in any such notice to advise Parent, indicate the identity of the Person or Group making such proposal, offer, inquiry or other contact and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such Person or Group relating to such proposal, offer or inquiry), and thereafter shall promptly keep Parent on a current basis reasonably informed of all material developments affecting the status and terms of any such proposals, offers or inquiries (and the Special Committee shall promptly provide Parent with copies of any additional material written materials received by the Special Committee (or any of its Representatives) or that the Special Committee (or any of its Representatives) has delivered to any Person or Group making an Acquisition Proposal that relate to such proposals, offers or inquiries) and of the status of any such discussions or negotiations. The Special Committee shall also promptly notify Parent, in writing, and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) hours after receipt by the Company Special Committee (or any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books books, or records of the Company or any of its Subsidiaries by any Third Party third party that has indicated informed the Special Committee (or any of its Representatives) that it is considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action at least 24 hours in advance of taking such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a reasonably current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party notification to the Company (or any of its Representatives) that such Third Party is considering making would reasonably be expected to result in a Company Acquisition Proposal or of any written request received by the Company (or any of its Representatives) for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated made, or that has notified the Company (or any of its Representatives) that it is considering making, or has made, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent informed, on a current basis, in reasonable detail of the status and details of any such Company Acquisition Proposal, indication or request and shall as promptly (but in no event later than 24 hours after receipt) as practicable provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b7.06(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party; provided that the foregoing shall not require the Company to give Parent prior notice of discussions with a Third Party initiated by such Third Party where the Company is unaware of the Third Party’s potential interest in making a Company Acquisition Proposal, so long as the Company notifies Parent upon becoming so aware in accordance with the next sentence. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is known by the Company to be considering making, or has made, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a current basis, of the status and material terms of any such Company Acquisition Proposal, indication or request and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c7.06(c). Any of the foregoing obligations are subject to restrictions in accordance with Applicable Law.

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent Par- ent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations nego- tiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify identi- fy the Third Party making, and the material terms and conditions of, any such Company Acquisition Acquisi- tion Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably rea- sonably current basis, of the status and details of any such Company Acquisition Proposal, indication indi- cation or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. (i) The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 48 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, including of the material terms and conditions thereof, and shall use its reasonable best efforts to keep Parent informed as to the status (including changes to the material terms) of such Acquisition Proposal. The Company shall also notify Parent promptly (but in no event later than 48 hours) after receipt by the Company of any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The . (ii) Without prejudice to Section 6.03(c)(i), prior to effecting any Adverse Recommendation Change or terminating this Agreement to enter into a definitive agreement with respect to such Superior Proposal pursuant to Section 6.03(b), (1) the Company shall within 24 hours have provided prior written notice (the “Change or Termination Notice”) to Parent that the Board of receipt thereof provide Directors of the Company has resolved to effect an Adverse Recommendation Change or to terminate this Agreement pursuant to Section 10.01(d), describing in reasonable detail the reasons for such Adverse Recommendation Change or termination (which notice orally and in writing and shall identify specify, if related to an Acquisition Proposal, the Third Party making, identity of the party making the Acquisition Proposal and the material terms thereof and copies of all relevant documents (other than redacted terms of financing documents) relating to such Acquisition Proposal), (2) the Company shall during the period beginning at 5:00 p.m. Hong Kong Time on the day of delivery by the Company to Parent of such Change or Termination Notice (or, if delivered after 5:00 p.m. Hong Kong Time or any day other than a Business Day, beginning at 5:00 p.m. Hong Kong Time on the next Business Day) and ending two (2) Business Days later at 5:00 p.m. Hong Kong Time (the “Notice Period”) negotiate with Parent and its Representatives in good faith (to the extent Parent desires to negotiate) any proposed modifications to the terms and conditions ofof this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal or so that the failure to effect an Adverse Recommendation Change would no longer be inconsistent with the directors’ fiduciary duties under Applicable Law; provided that, with respect to an Adverse Recommendation Change made in connection with an Acquisition Proposal or a termination of this Agreement to enter into a definitive agreement with respect to such Superior Proposal, in the event of any such Company material revisions to the Acquisition Proposal, indication or requestthe Company shall deliver a new written notice to Parent and comply again with the requirements of this Section 6.03(c)(ii) with respect to such new written notice, and shall promptly (but 3) following the end of such Notice Period(s), the Board of Directors of the Company determines, in no event later than 24 hours its good faith judgment upon the recommendation of the Special Committee (after receiptconsultation with its financial advisor and legal counsel), after considering the terms of any proposed modification or amendment to this Agreement by Parent, that the Acquisition Proposal giving rise to the Change or Termination Notice continues to constitute a Superior Proposal. (iii) provide to Parent copies None of all material correspondence and written materials sent or provided to the Company, the Board of Directors of the Company or any of its Subsidiaries that describes committees shall enter into any terms binding agreement or conditions Contract with any Person to limit or not to give prior notice to Parent of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on its intention to effect an Adverse Recommendation Change in light of a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Superior Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance in accordance with this Section 6.03(c6.03(c)(ii).

Required Notices. The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) 6.04 unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current prompt basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or or, if received by any of its the Company's Representatives, after the Company is informed by such Representative) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent informed, on a prompt basis, of the status, terms of any discussions and details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials that describe any terms or conditions of any Acquisition Proposal sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or requestSubsidiaries. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s 's compliance with this Section 6.03(c6.04(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a reasonably current basis of the status and material terms of any discussions and negotiations with the Third Party. In addition, the The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that the Company has indicated that it is reason to believe may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and material details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials (including any amendments to the original Acquisition Proposal) sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any oral communications addressing such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(cmatters).

Required Notices. The Board of Directors of the Company Parent shall not take any of the actions referred to in Section 6.03(b7.04(b) unless the Company Parent shall have delivered to Parent the Company a prior written notice advising Parent the Company that it intends to take such action, and, after taking such action, the Company Parent shall, if such action is in connection with a Company Parent Acquisition Proposal, continue to advise Parent the Company on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, Parent shall notify the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company Parent (or any of its Representatives) of any Company Parent Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Parent Acquisition Proposal or any written request for information relating relat- ing to the Company Parent or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company Parent or any of its Subsidiaries by any Third Party that has indicated that it is considering con- sidering making, or has made, a Company Parent Acquisition Proposal. The Company Parent shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party makingmak- ing, and the material terms and conditions of, any such Company Parent Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent the Company copies of all material correspondence and written materials sent or provided to the Company Parent or any of its Subsidiaries that describes any terms or conditions of any Company Parent Acquisition ProposalPro- posal. The Company Parent shall keep Parent the Company reasonably informed, on a reasonably current basis, of the status and details of any such Company Parent Acquisition Proposal, indication or request. Any material mate- rial amendment to any Company Parent Acquisition Proposal will be deemed to be a new Company Acquisition Parent Acquisi- tion Proposal for purposes of the CompanyParent’s compliance with this Section 6.03(c7.04(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company Aspen shall notify Parent Exxxxxx promptly (but in no event later than 24 hours) after receipt by the Company Aspen (or any of its Subsidiaries or its or their respective Representatives) of (i) any Company Acquisition Proposal, (ii) any written bona fide indication from that a Third Party that such Third Party is considering making a Company intends to make an Acquisition Proposal or (iii) any written request for information relating to the Company Aspen or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company Aspen or any of its Subsidiaries by any Third Party that has indicated given any bona fide indication to Aspen (any of its Subsidiaries or its or their respective Representatives) that it is considering makingintends to make, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such Such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. Aspen shall keep Exxxxxx reasonably informed, on a reasonably current basis, of the status and details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent Exxxxxx copies of all material correspondence and written materials sent or provided to the Company Aspen or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any material oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the CompanyAspen’s compliance with this Section 6.03(c‎5.03(c).

Required Notices. The (i) None of the Board of Directors Directors, any of the Company Company’s Subsidiaries or any of their respective Representatives, shall not take any of the actions referred to in Section ‎Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. . (ii) In addition, at any time until the satisfaction of Section 9.01(a), the Company shall notify Parent promptly (but in no event later than 24 hourstwo Business Days) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering makingcould reasonably be expected to make, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall shall, to the extent permitted by any agreements with such Third Party or its Affiliates, identify the Third Party making, and the material terms and conditions of, any making such Company Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all the material correspondence terms and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposalthereof. The Company shall shall, to the extent permitted by any agreements with such Third Party or its Affiliates, keep Parent reasonably fully informed, on a reasonably current basis, of the status and material details of any such Company Acquisition Proposal, indication or request, including any amendments to the price and other material terms thereof. Any material amendment Prior to the satisfaction of Section 9.01(a), the Company shall provide Parent with at least two Business Days prior notice of any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes meeting of the Company’s compliance Board of Directors (or such lesser notice as is provided to the members of the Company’s Board of Directors) at which the Company’s Board of Directors is reasonably expected to consider any Acquisition Proposal. (iii) At least five Business Days before making an Adverse Recommendation Change or entering into (or causing a Subsidiary to enter into) any Alternative Acquisition Agreement, or taking any other action with respect to a Superior Proposal (the “Proposal Period”), Company shall, and shall cause its Representatives to negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Section 6.03(c)Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments.

Required Notices. The Parent, the Parent Board of Directors of the Company or any committee thereof shall not take any of the actions referred to in Section 6.03(b6.11(b) unless Parent shall have first complied with the applicable requirements of this Section 6.11(c). Parent shall notify (orally and in writing) the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company Parent (or any of its Representatives) of any Company Parent Acquisition Proposal or of any inquiries or other communication regarding the making of a Parent Acquisition Proposal, including the material terms and conditions thereof and providing a copy, if applicable, of any written indication from a Third Party that requests, proposals or offers, including proposed agreements, and the identity of the Person making (or inquiry or communications about) such Third Party is considering making a Company Parent Acquisition Proposal and its proposed financing sources, and shall keep the Company reasonably informed on a prompt basis (but in any event no later than 24 hours) as to the status (including changes or proposed changes to the material terms) of such Parent Acquisition Proposal (whether made before or after the date hereof). Parent shall also notify the Company promptly (but in no event later than 24 hours) after receipt by Parent of any written request for non-public information relating to the Company Parent or any of its Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company Parent or any of its Subsidiaries by any Third Party that has indicated informed Parent that it is considering making, or has made, a Company Parent Acquisition Proposal. The Parent shall also notify the Company shall within 24 hours promptly of receipt thereof provide such notice orally Parent’s intention to take the actions set forth in clauses (A) or (B) of Section 6.11(b)(i). Parent agrees that it and in writing and shall identify the its Subsidiaries will not enter into any confidentiality agreement with any Third Party making, and subsequent to the material terms and conditions of, date hereof which prohibits Parent from providing any such Company Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided information to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance in accordance with this Section 6.03(c6.11(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such actionaction and a reasonably detailed explanation of the basis therefor, including of any Acquisition Proposal or Intervening Event, and, after taking such action, (i) in the case of Section 6.04(b)(i) or Section 6.04(b)(ii)(1), the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current basis in all material respects of the status and terms of any discussions and negotiations with the Third PartyParty and (ii) in the case of Section 6.04(b)(ii)(2), the Company shall continue to advise Parent of any material facts, events, changes, developments or changes in circumstances relating to such Intervening Event that arise or occur thereafter. In addition, the Company shall notify Parent orally within 24 hours, and in writing as promptly as reasonably practicable (but in no event later than 24 hours) one Business Day), after receipt receipt, by the Company (or or, to the Company’s Knowledge, by any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company Acquisition ProposalInquiry. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal or Acquisition Inquiry and shall provide Parent with a copy of any such Acquisition Proposal. The Company shall keep Parent informed, indication on a current basis in all material respects, of the status and details of any such Acquisition Proposal or requestAcquisition Inquiry (including any material changes to the financial terms or other material terms and conditions thereof) or any Intervening Event, and shall promptly (but in no event later than 24 hours one Business Day after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition ProposalProposal (as well as written summaries of any oral communications addressing such matters) or describes any Intervening Event. The Company shall keep Parent reasonably informed, on a reasonably current basis, None of the status and details Company or the Board of Directors or any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes committee of the Company’s compliance Board of Directors shall enter into any Contract with any Person to limit or not give prior notice to Parent of its intention to make an Adverse Recommendation Change or an Intervening Event Recommendation Change or to terminate this Section 6.03(c)Agreement in light of a Superior Proposal or an Intervening Event.

Required Notices. The Board of Directors of Company and the Company Board shall not take any of the actions referred to in Section 6.03(b6.4(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations first complied with the Third Partyapplicable requirements of this Section 6.4(c). In addition, the The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or or, if received by any of its the Company’s Representatives, after the Company is informed by such Representative) of any Company Acquisition Proposal or of any inquiries or other communication regarding the making of an Acquisition Proposal, including the material terms and conditions thereof and providing a copy, if applicable, of any written indication from a Third Party that requests, proposals or offers, including proposed agreements, and the identity of the Person making (or inquiry or communications about) such Third Party is considering making a Company Acquisition Proposal and its proposed financing sources, if any, and shall keep Parent reasonably informed on a prompt basis (but in any event no later than 24 hours) as to the status (including changes or proposed changes to the material terms) of such Acquisition Proposal. The Company shall also notify Parent promptly (but in no event later than 24 hours) after receipt by the Company of any written request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated informed the Company that it is considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request, and shall also notify Parent promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance intention to take the actions set forth in clauses (A) or (B) of Section 6.4(b)(i). The Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement with any Third Party subsequent to the date hereof which prohibits the Company from providing any information to Parent in accordance with this Section 6.03(c)6.4.

Required Notices. The Board of Directors None of the Company Board (or the Special Committee), the Company, any Subsidiaries of the Company or any of their respective Representatives shall not take any of the actions referred to in Section 6.03(b7.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking any such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a reasonably current basis of the status and material terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company is seeking to make or would reasonably be expected to make an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and material terms of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any material terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any material oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c7.03(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b6.03 (b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section ‎Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a reasonably current basis of the status and material terms of any discussions and negotiations with the Third Party. In addition, the The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that the Company has indicated that it is reason to believe may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and material details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials (including any amendments to the original Acquisition Proposal) sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any oral communications addressing such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(cmatters).

Required Notices. The Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) 6.04 unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current basis of the status and material terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a current basis, of the status and material details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c6.04(c).

Required Notices. The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) 5.03 unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent fully informed, on a current basis, of the status and details of any such Acquisition Proposal, indication or request and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c5.03(c).

Required Notices. The Board of Directors of the Company (or a committee thereof) shall not take any of the actions referred to in Section 6.03(b6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or or, to the actual knowledge of the Specified Persons, any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or inquiry from any written request for Third Party related to making a potential Acquisition Proposal or if any non-public information relating that would reasonably be expected by the Company to relate to the making of a potential Acquisition Proposal is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company or or, to the actual knowledge of the Specified Persons, any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or Representatives in connection with any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed on a prompt basis concerning the status and details of any such Acquisition Proposal (including any amendments thereto), indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent by or provided to the Company or any of its Subsidiaries or any of their respective Representatives that describes any terms or conditions of any Company Acquisition ProposalProposal (as well as written summaries of any material oral communications addressing such matters). The Company shall keep provide Parent reasonably informed, on a reasonably current basis, with at least 24 hours prior notice of any meeting of the status and details Board of Directors (or such lesser notice as is provided to the Board of Directors) at which the Board of Directors is reasonably expected to consider any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c6.04(c).. Table of Contents

Required Notices. The Board In addition to the requirements set forth in Section 6.03(b), the board of Directors directors of the Company shall not take any of the actions referred to in clause (i)(A)(II), (i)(i) or (ii) of Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a reasonably current basis (but, in any event within 24 hours) of the status and terms of any discussions and negotiations with the applicable Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its RepresentativesRepresentatives of (i) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or (ii) any written request for information relating to the Company or any of its Subsidiaries or request for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it that, in each case, is considering making, or has made, expressly made in connection with a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition ProposalProposal (including any changes thereto). The Company shall keep Parent informed, indication on a reasonably current basis (but, in any event within 24 hours), of the status and material details of any such Company Acquisition Proposal or requestrequest (including any changes thereto), and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any material oral communications addressing such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(cmatters).

Required Notices. The Company Board of Directors of the Company shall not take any of the actions referred to in clauses (i) through (iv) of Section 6.03(b5.03(b) unless the Company shall have delivered to Parent Buyer a prior written notice advising Parent Buyer that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent Buyer on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent Buyer promptly (but in no event later than 24 twenty-four (24) hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Buyer fully informed, on a current basis, of the status and details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 twenty-four (24) hours after receipt) provide to Parent Buyer copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c5.03(c).

Required Notices. The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b6.03(c)(i) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hourshours after a director or senior executive officer of the Company becomes aware of such Acquisition Proposal or request) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries with respect to any Acquisition Proposal or for access to the business, properties, assets, books books, records, work papers or records of other documents relating to the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such Such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details of any such Acquisition Proposal, indication or request and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c6.03(d).

Required Notices. The Board In addition to the requirements set forth in Section 6.03(b), the board of Directors directors of the Company shall not take any of the actions referred to in clause (i)(A)(II), (i)(B) or (ii) of Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a reasonably current basis (but, in any event within 24 hours) of the status and terms of any discussions and negotiations with the applicable Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its RepresentativesRepresentatives of (i) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or (ii) any written request for information relating to the Company or any of its Subsidiaries or request for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it that, in each case, is considering making, or has made, expressly made in connection with a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition ProposalProposal (including any changes thereto). The Company shall keep Parent informed, indication on a reasonably current basis (but, in any event within 24 hours), of the status and material details of any such Company Acquisition Proposal or requestrequest (including any changes thereto), and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any material oral communications addressing such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(cmatters).

Required Notices. The Board of Directors or the Special Committee of the Company shall not take any of the actions referred to in Section 6.03(bclauses (i) through (iv) of the preceding subsection unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, and the Company shall continue to advise Parent after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hoursone (1) Business Day) after receipt by the Company (or any of its Representativesadvisors) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or of any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, as promptly as practicable, of the status and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions details of any Company such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a reasonably current prompt basis, of the status and details material terms of any such Company Acquisition Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. Any material amendment The Company shall provide Parent with at least forty-eight (48) hours prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Acquisition Proposal. The Company shall promptly provide Parent with any non-public information concerning the Company provided to any Company Acquisition Proposal will be deemed Third Party that was not previously provided to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c)Parent.

Required Notices. The Board of Directors None of the Company Board (or the Special Committee), the Company, any Subsidiaries of the Company or any of their respective Representatives shall not take any of the actions referred to in Section 6.03(b‎Section 7.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking any such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a reasonably current basis of the status and material terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication from that a Third Party that such Third Party is considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company is seeking to make or would reasonably be expected to make an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and material terms of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any material terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any material oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c‎Section 7.03(c).

Required Notices. The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, shall continue to advise Parent on a current prompt basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Company Acquisition Proposal, any written indication inquiry from a Third Party that such Third Party is the Company believes may be considering making a Company an Acquisition Proposal or any written request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is the Company believes may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed, on a prompt basis, of the status and details of any such Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and details Proposal (as well as written summaries of any material oral communications addressing such Company Acquisition Proposal, indication or requestmatters). Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Company Board of Directors of the Company shall not take any of the actions referred to in Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company an Acquisition Proposal, continue to advise Parent on a reasonably current basis of on the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) notify Parent orally and in writing after receipt by the Company (or by any of its Representatives) Subsidiaries or their respective Representatives of any Company Acquisition Proposal, including the material terms and conditions thereof and the identity of the person making such Acquisition Proposal. The Company shall also notify Parent promptly (but in no event later 24 hours) after receipt by the Company of any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or any written initial request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that has indicated that it is may be considering making, or has made, a Company an Acquisition Proposal. The Company shall within 24 hours keep Parent informed on a reasonably current basis of receipt thereof provide such notice orally the status and in writing and shall identify the Third Party making, and the material terms and conditions of, details of any such Company Acquisition Proposal, indication or request, and shall promptly (but in no event later than 24 hours after receipt) (x) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries by the Third Party that describes any terms or conditions of any Company Acquisition Proposal. The Company shall keep Proposal and (y) notify Parent reasonably informed, on a reasonably current basis, of the status and details after it becomes aware of any such Company Acquisition Proposal, indication or requestmaterial breach of any of this Section 6.03. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Board of Directors of the Company (or a committee thereof) shall not take any of the actions referred to in Section 6.03(b6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and, after taking such action, the Company shall, if such action is in connection with a Company Acquisition Proposal, continue to advise Parent on a current basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or or, to the actual knowledge of the Specified Persons, any of its Representatives) of any Company Acquisition Proposal, any written indication from a Third Party that such Third Party is considering making a Company Acquisition Proposal or inquiry from any written request for Third Party related to making a potential Acquisition Proposal or if any non-public information relating that would reasonably be expected by the Company to relate to the making of a potential Acquisition Proposal is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company or or, to the actual knowledge of the Specified Persons, any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or Representatives in connection with any of its Subsidiaries by any Third Party that has indicated that it is considering making, or has made, a Company Acquisition Proposal. The Company shall within 24 hours of receipt thereof provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Company Acquisition Proposal, indication or request. The Company shall keep Parent reasonably informed on a prompt basis concerning the status and details of any such Acquisition Proposal (including any amendments thereto), indication or request, and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and written materials sent by or provided to the Company or any of its Subsidiaries or any of their respective Representatives that describes any terms or conditions of any Company Acquisition ProposalProposal (as well as written summaries of any material oral communications addressing such matters). The Company shall keep provide Parent reasonably informed, on a reasonably current basis, with at least 24 hours prior notice of any meeting of the status and details Board of Directors (or such lesser notice as is provided to the Board of Directors) at which the Board of Directors is reasonably expected to consider any such Company Acquisition Proposal, indication or request. Any material amendment to any Company Acquisition Proposal will be deemed to be a new Company Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c6.04(c).