Common use of Required Notices Clause in Contracts

Required Notices. The Company promptly, and in any event within one Business Day, shall advise Parent in writing of any bona fide Company Takeover Proposal, any inquiry that would reasonably be expected to lead to, any Company Takeover Proposal, or any request for non-public information reasonably expected to be in contemplation of a Person making a bona fide Company Takeover Proposal, the identity of the Person making any such Company Takeover Proposal, inquiry or request and the material terms of any such Company Takeover Proposal, inquiry or request. The Company shall (i) keep Parent informed reasonably current basis of the status of any such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day of the occurrence of any changes to the terms thereof and discussions and negotiations relating thereto and (ii) provide to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof copies of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided to the Company from any third party in connection with any Company Takeover Proposal or sent or provided by the Company to the Person making any Company Takeover Proposal in connection with any such Company Takeover Proposal.

Required Notices. The From and after the date hereof, the Company promptly, and in any event within one Business Day, shall advise notify Parent in writing (whether before or after the Company Shareholder Approval is obtained and which notice shall not constitute an Adverse Recommendation Change) promptly after receipt (but in no event later than twenty four (24) hours thereof) by the Company of any bona fide Acquisition Proposal or any request for information relating to the Company Takeover Proposalor any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any inquiry of its Subsidiaries by any Third Party, in each case that would reasonably be expected to lead to, any Company Takeover to an Acquisition Proposal and keep Parent reasonably informed of the status of discussions and negotiations relating to such Acquisition Proposal, or any request for non-public information reasonably expected to be including promptly (but in contemplation of a Person making a bona fide Company Takeover Proposal, no event later than twenty four (24) hours after receipt) providing Parent with (i) the identity of the Person Third Party making any such Company Takeover Acquisition Proposal or request, (ii) a summary of all material correspondence with respect to such Acquisition Proposal, inquiry and (iii) an unredacted copy of such Acquisition Proposal (and any other Contracts that form a part of such Acquisition Proposal, subject to customary redactions of any debt financing documents), or request and where such Acquisition Proposal is not in writing, a description of the material terms of any such Company Takeover Proposalthereof, inquiry or request. The Company shall (i) keep Parent informed reasonably current basis of the status of any such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day of the occurrence of any changes to the terms thereof and discussions and negotiations relating thereto and (ii) provide to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof copies of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided to the Company from or any third party of its Subsidiaries in connection with therewith. For the avoidance of doubt, the foregoing shall not in any Company Takeover Proposal or sent or provided by way permit the Company to entertain or engage in discussions regarding an Acquisition Proposal following the Person making any Company Takeover Proposal in connection with any such Company Takeover ProposalShareholder Approval.

Required Notices. The Company promptly, and shall notify Parent promptly (but in any no event within one Business Day, shall advise Parent in writing later than forty-eight (48) hours) after receipt by the Company of any bona fide Acquisition Proposal or any offers, proposals, inquiries or indications of interest with respect thereto or that the Company Takeover Proposal, any inquiry believes is or that would reasonably be expected to lead to, any Company Takeover to an Acquisition Proposal, including (i) the identity of the Third Party making the Acquisition Proposal or offer, proposal, inquiry or indication of interest, (ii) a summary of the material terms and conditions thereof (it being agreed that such summary will only be required to be provided to the extent such information is not included in the information and materials provided to Parent under clause (iii) hereof) and (iii) an unredacted copy of any written proposal, written offer or other written material received from such Third Party or its Representatives in connection with an Acquisition Proposal, and shall keep Parent reasonably informed as to the status (including changes to the material terms or other material developments) of such Acquisition Proposal, offer, proposal, inquiry or indication of interest on a reasonably prompt basis and within forty-eight (48) hours of (i) any such material changes or material developments or (ii) any written request of Parent for such information. The Company shall also notify Parent promptly (but in no event later than forty-eight (48) hours) after receipt by the Company of any initial request for non-public information reasonably expected to be in contemplation of a Person making a bona fide Company Takeover Proposal, the identity of the Person making any such Company Takeover Proposal, inquiry or request and the material terms of any such Company Takeover Proposal, inquiry or request. The Company shall (i) keep Parent informed reasonably current basis of the status of any such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day of the occurrence of any changes to the terms thereof and discussions and negotiations relating thereto and (ii) provide to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof copies of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided to the Company from or any third party in connection with any Company Takeover Proposal of its Subsidiaries or sent for access to the business, properties, assets, books or provided by records of the Company or any of its Subsidiaries by any Third Party that, to the Person making any Company Takeover Proposal in connection with any such Company Takeover knowledge of the Company, may be considering making, or has made, an Acquisition Proposal.

Required Notices. The Company promptlyParent and the Parent Board shall not take any of the actions referred to in Section 7.6(b) unless Parent shall have first complied with the applicable requirements of this Section 7.6(c). Parent shall notify the Sellers’ Representative promptly (but in no event later than 24 hours) after receipt by Parent (or any of its Representatives) of any 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 requests, proposals or offers, including proposed agreements, and the identity of the Person making (or inquiry or communications about) such Acquisition Proposal and its proposed financing sources, and shall keep the Sellers’ Representative reasonably informed on a prompt basis (but in any event within one Business Day, no later than 24 hours) as to the status (including changes or proposed changes to the material terms) of such Acquisition Proposal (whether made before or after the date hereof). Parent shall advise also notify the Sellers’ Representative promptly (but in no event later than 24 hours) after receipt by Parent in writing of any bona fide Company Takeover Proposal, any inquiry that would reasonably be expected to lead to, any Company Takeover Proposal, or any request for non-public information reasonably expected relating to be in contemplation Parent or any of a Person making a bona fide Company Takeover Proposal, the identity of the Person making any such Company Takeover Proposal, inquiry its Subsidiaries or request and the material terms of any such Company Takeover Proposal, inquiry or request. The Company shall (i) keep Parent informed reasonably current basis of the status of any such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day of the occurrence of any changes for access to the terms thereof business, properties, assets, personnel, books or records of Parent or any of its Subsidiaries by any Third Party that has informed Parent that it is considering making, or has made, an Acquisition Proposal. Parent shall also notify the Sellers promptly of Parent’s intention to take the actions set forth in clauses (A) or (B) of Section 7.6(b)(i). Parent agrees that it and discussions and negotiations relating thereto and (ii) provide to Parent promptly (and in its Subsidiaries will not enter into any event within one (1) Business Day) after receipt or delivery thereof copies of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided confidentiality agreement with any Third Party subsequent to the Company date hereof which prohibits Parent from providing any third party in connection with any Company Takeover Proposal or sent or provided by the Company information to the Person making any Company Takeover Proposal Sellers in connection accordance with any such Company Takeover Proposalthis Section 7.6(c).

Required Notices. The From and after the date hereof and prior to obtaining the Company promptly, and in any event within one Business Day, shall advise Parent in writing of any bona fide Company Takeover Proposal, any inquiry that would reasonably be expected to lead to, any Company Takeover Proposal, or any request for non-public information reasonably expected to be in contemplation of a Person making a bona fide Company Takeover ProposalShareholder Approval, the identity of the Person making any such Company Takeover Proposal, inquiry or request and the material terms of any such Company Takeover Proposal, inquiry or request. The Company shall (i) keep Parent informed reasonably current basis of the status of any such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day of the occurrence of any changes to the terms thereof and discussions and negotiations relating thereto and (ii) provide to notify Parent promptly (and in any event within one twenty-four (124) Business Dayhours) after receipt by the Company of any Acquisition Proposal or delivery indication by any Person that it is considering making an Acquisition Proposal, or any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the business, properties, personnel, assets, books or records of the Company or any of its Subsidiaries by any Third Party, in each case, that could reasonably be expected to make, or has made, an Acquisition Proposal (which notice shall include the identity of the Third Party making such Acquisition Proposal and unredacted copies of the Acquisition Proposal and all related documents (including all financing commitments and other documents relating to the financing), and if such ​ ​ Acquisition Proposal or any portion thereof was not provided in writing, a summary of the material terms and conditions thereof) and keep Parent reasonably informed, on a prompt basis, of the status and material terms and conditions of any Acquisition Proposal and any developments which are not immaterial related thereto and the status of any discussions or negotiations, including promptly (but in no event later than twenty-four (24) hours after receipt) providing Parent summaries of all oral communications between the Company and unredacted copies of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or and written materials related thereto (including any amendments or modifications thereto) sent or provided to the Company from any third party in connection with any Company Takeover Proposal or sent or provided by the Company to the Person making or any Company Takeover Proposal of its Subsidiaries or any of their respective Representatives in connection with any such Company Takeover Proposaltherewith.

Required Notices. The Board shall not take any of the actions referred to in Section 7.03(b)(i) unless the Company promptlyshall have delivered to Saratoga a prior written notice advising Saratoga that it intends to take such action and the Company shall notify Saratoga promptly (but in no event later than 48 hours) after receipt by the Company (or any of its Representatives) of any Acquisition Proposal, and the Company shall not take any action referred to in Section 7.03(b)(ii) unless the Acquisition Proposal was made in accordance with Section 7.03(b), the Company has not breached in any event within one material respect any provision of this Agreement, and Investors have received from the Company a notice (a “Change of Recommendation Notice”) at least 5 Business DayDays prior to such proposed Adverse Recommendation Change, which notice shall advise Parent (i) expressly state that the Company has received an Acquisition Proposal which the Board has determined is a Superior Proposal and that the Company intends to effect an Adverse Recommendation Chance and the manner in writing which it intends to do so, and (ii) includes a copy and summary of any bona fide Company Takeover Proposal, any inquiry that would reasonably be expected to lead to, any Company Takeover Proposal, or any request for non-public information reasonably expected to be in contemplation of a Person making a bona fide Company Takeover Proposal, the identity of the Person making any such Company Takeover Proposal, inquiry or request and the material terms of such Acquisition Proposal; provided that any such Company Takeover Proposal, inquiry or request. The Company shall (i) keep Parent informed reasonably current basis of the status of any such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day of the occurrence of any changes material amendment to the terms thereof of such Acquisition Proposal shall require a Change of Recommendation Notice at least 3 Business Days prior to a new Adverse Recommendation Change. During any such notice period, the Company and discussions and negotiations relating thereto and (ii) provide its advisors shall negotiate in good faith with Investors to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof copies of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided make adjustments to the Company from any third party in connection with any Company Takeover Proposal or sent or provided by terms and conditions of this Agreement such that the Company to the Person making any Company Takeover Acquisition Proposal in connection with any such Company Takeover question would no longer constitute a Superior Proposal.

Required Notices. The Company promptlyBoard shall not take any of the actions referred to in Section 8.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, and the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any event within one Business Day, shall advise Parent in writing of its Representatives) of any bona fide Company Takeover Acquisition Proposal, any inquiry indication that would reasonably be expected to lead to, any Company Takeover Proposal, a Third Party is considering making an Acquisition Proposal or any request for non-public information reasonably expected relating to be in contemplation the Company or any of a Person making a bona fide Company Takeover Proposalits Subsidiaries or for access to the business, the identity properties, assets, books or records of the Person making Company or any such Company Takeover of its Subsidiaries by any Third Party that may be considering making, or has made, an Acquisition Proposal, inquiry or request and the material terms of any such Company Takeover Proposal, inquiry or request. The Company shall (i) keep Parent informed reasonably current basis of provide such notice orally and in writing and shall identify the status of Third Party making, and the terms and conditions of, any such Company Takeover Acquisition Proposal, inquiry indication or request, including notifying Parent within one and shall promptly (1) Business Day of the occurrence of any changes to the terms thereof and discussions and negotiations relating thereto and (iibut in no event later than 24 hours after receipt) provide to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof copies of all offers or proposals correspondence and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided to the Company from or any third party of its Subsidiaries that describe any terms or conditions of any Acquisition Proposal (as well as written summaries of any oral communications addressing such matters). After the notification provided for in the preceding sentence, the Company shall thereafter provide Parent, as promptly as practicable, with oral and written notice setting forth all such information as is reasonably necessary to keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry. Any material amendment to any Company Takeover Acquisition Proposal or sent or provided by will be deemed to be a new Acquisition Proposal for purposes of the Company to the Person making any Company Takeover Proposal in connection Company’s compliance with any such Company Takeover Proposalthis Section 8.03(c).

Required Notices. The Company promptly, and shall notify Parent promptly (but in no event later than twenty-four (24) hours) after receipt by the Company (or any event within one Business Day, shall advise Parent in writing of its Representatives) of any bona fide Company Takeover Proposal, Acquisition Proposal or any inquiry inquiries with respect thereto or that would could reasonably be expected to lead to, any Company Takeover to an Acquisition Proposal, including the identity of the Third Party making the Acquisition Proposal or inquiry, the material terms and conditions thereof and an unredacted copy of any written materials, proposals or agreements received in connection therewith, and all correspondence relating thereto, and shall keep Parent reasonably informed as to the status (including changes to the terms) of such Acquisition Proposal or inquiry on a reasonably prompt basis, and within twenty-four (24) hours of any material developments or changes to the material terms thereof. The Company shall also notify Parent promptly (but in no event later than twenty-four (24) hours) after receipt by the Company of any request for non-public information reasonably expected to be in contemplation of a Person making a bona fide Company Takeover Proposal, the identity of the Person making any such Company Takeover Proposal, inquiry or request and the material terms of any such Company Takeover Proposal, inquiry or request. The Company shall (i) keep Parent informed reasonably current basis of the status of any such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day of the occurrence of any changes to the terms thereof and discussions and negotiations relating thereto and (ii) provide to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof copies of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided to the Company from or any third party in connection with 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 Takeover should reasonably be expected to believe may be considering making, or has made, an Acquisition Proposal or sent or provided by the Company to the Person making any Company Takeover Proposal in connection inquiry with any such Company Takeover Proposalrespect thereto.

Required Notices. The Board of Directors of the Company promptlywill not take any of the actions referred to in Sections 6.03(b)(ii)-(iii) unless the Company first delivers to Parent a prior written notice advising Parent that it intends to take such action. In addition, and the Company will notify Parent promptly (but in no event later than two Business Days) after receipt by the Company (or any event within one Business Day, shall advise Parent in writing of its Representatives) of any bona fide Company Takeover ProposalAcquisition Proposal or of any 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 inquiry of its Subsidiaries by any Person or group of Persons that would has made, or that has notified the Company (or any of its Representatives) that it is considering making, a Company Acquisition Proposal or that is reasonably be expected to lead toto a Company Acquisition Proposal. In connection with any notice required hereby, any the Company Takeover Proposal, or any request for non-public information reasonably expected will (i) provide to be in contemplation of a Person making a bona fide Company Takeover Proposal, Parent the material terms and conditions (including the identity of the Person third party making any such Company Takeover Acquisition Proposal, inquiry indication or request and the material terms request) of any such Company Takeover Acquisition Proposal, inquiry indication or request. The Company shall request and (iii) keep Parent reasonably informed reasonably current basis of the status and material details (including any material change to the terms thereof) of any such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day of the occurrence of Acquisition Proposal and any changes to the terms thereof and discussions and negotiations relating thereto concerning the material terms and (ii) provide conditions thereof. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof copies of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided to the date hereof which prohibits the Company from providing any third party information to Parent in connection accordance with any Company Takeover Proposal or sent or provided by the Company to the Person making any Company Takeover Proposal in connection with any such Company Takeover Proposalthis Section 6.03.

Required Notices. The Company promptly, and shall notify Parent promptly (but in no event later than twenty-four (24) hours) after receipt by the Company (or any event within one Business Day, shall advise Parent in writing of its Representatives) of any bona fide Acquisition Proposal or any offers, proposals, inquiries or indications of interest with respect thereto or that the Company Takeover Proposal, any inquiry believes is or that would reasonably be expected to lead to, any Company Takeover to an Acquisition Proposal, including (i) the identity of the Third Party making the Acquisition Proposal or offer, proposal, inquiry or indication of interest, (ii) a summary of the material terms and conditions thereof (it being agreed that such summary will only be required to be provided to the extent such information is not included in the information and materials provided to Parent under clause (iii) hereof) and (iii) an unredacted copy of any written proposal, written offer or other written material received from such Third Party or its Representatives in connection with an Acquisition Proposal, and shall keep Parent reasonably informed as to the status (including changes to the material terms or other material developments) of such Acquisition Proposal, offer, proposal, inquiry or indication of interest on a reasonably prompt basis and within twenty-four (24) hours of (i) any such material changes or material developments or (ii) any written request of Parent for such information. The Company shall also notify Parent reasonably promptly (but in no event later than twenty-four (24) hours) after receipt by the Company of any initial request for non-public information reasonably expected to be in contemplation of a Person making a bona fide Company Takeover Proposal, the identity of the Person making any such Company Takeover Proposal, inquiry or request and the material terms of any such Company Takeover Proposal, inquiry or request. The Company shall (i) keep Parent informed reasonably current basis of the status of any such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day of the occurrence of any changes to the terms thereof and discussions and negotiations relating thereto and (ii) provide to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof copies of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided to the Company from or any third party in connection with any Company Takeover Proposal of its Subsidiaries or sent for access to the business, properties, assets, books or provided by records of the Company to or any of its Subsidiaries by any Third Party that the Person making any Company Takeover Proposal in connection with any such Company Takeover reasonably expects may be considering making, or has made, an Acquisition Proposal.

Required Notices. The Company promptlyand the Company Board shall not take any of the actions referred to in Section 6.4(b) unless the Company shall have first complied with the applicable requirements of this Section 6.4(c). The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or, if received by any of the Company’s Representatives, after the Company is informed by such Representative) of any Acquisition Proposal or of any inquiries or other communication regarding the making of an Acquisition Proposal, including the material terms and conditions of any such Acquisition Proposal and providing a copy, if applicable, of any written requests, proposals or offers, including proposed agreements, and the identity of the Person making (or inquiry or communications about) such Acquisition Proposal and its proposed financing sources, if any, and shall keep Parent reasonably informed on a prompt basis (but in any event within one Business Day, 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 advise also notify Parent promptly (but in writing no event later than 24 hours) after receipt by the Company of any bona fide Company Takeover Proposal, any inquiry that would reasonably be expected to lead to, any Company Takeover Proposal, or any request for non-public information reasonably expected relating to be in contemplation the Company or any of a Person making a bona fide Company Takeover Proposalits Subsidiaries or for access to the business, the identity properties, assets, personnel, books or records of the Person making Company or any such of its Subsidiaries by any Third Party that has informed the Company Takeover that it is considering making, or has made, an Acquisition Proposal, inquiry or request and the material terms of any such Company Takeover Proposal, inquiry or request. The Company shall (i) keep also notify Parent informed reasonably current basis promptly of the status Company’s 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 such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day of the occurrence of confidentiality agreement with any changes Third Party pursuant to this Section 6.4 subsequent to the terms thereof and discussions and negotiations relating thereto and (ii) provide to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof copies of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided to date hereof which prohibits the Company from providing any third party information to Parent in connection accordance with any Company Takeover Proposal or sent or provided by the Company to the Person making any Company Takeover Proposal in connection with any such Company Takeover Proposalthis Section 6.4.

Required Notices. The Board of Directors shall not take any of the actions referred to in Section 6.03 unless the Company promptlyshall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, and the Company shall notify Parent promptly (but in no event later than twenty-four (24) hours) after receipt by the Company (or any event within one Business Day, shall advise Parent in writing of its Representatives) of any bona fide Company Takeover Proposal, any inquiry that would reasonably be expected to lead to, any Company Takeover Acquisition Proposal, or any request for material non-public information reasonably expected relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, work papers or other documents relating to the Company or any of its Subsidiaries by any Third Party that has indicated it may be considering making, or has made, an Acquisition Proposal. Such notice shall be in contemplation of a Person making a bona fide Company Takeover Proposal, writing and shall identify the identity of the Person making any such Company Takeover Proposal, inquiry or request Third Party and the material terms and conditions of any such Company Takeover Proposal, inquiry Acquisition Proposal indication or request, and shall be accompanied by a copy of any material written agreements (or any material draft written agreements) delivered to the Company or its Representatives in connection with such Acquisition Proposal. The Company shall (i) keep Parent informed reasonably current basis informed, on a reasonably prompt basis, of the status of any such Company Takeover Proposal, inquiry or request, Acquisition Proposal including notifying Parent in writing within one twenty-four (124) Business Day of hours after the occurrence of any changes to material amendment or modification thereof. Without limiting the terms thereof and discussions and negotiations relating thereto and (ii) provide to Parent foregoing, the Company shall promptly (and in any event within one twenty-four (124) Business Dayhours) after receipt notify Parent in writing if it determines to begin providing information or delivery thereof copies of all offers to engage in discussions or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided to the Company from any third party in connection with any Company Takeover Proposal or sent or provided by the Company to the Person making any Company Takeover Proposal in connection with any such Company Takeover negotiations concerning an Acquisition Proposal.

Required Notices. The Company promptlyPrior to the earlier of the termination of this Agreement pursuant to Article 11 and the Closing, Summit shall (i) notify Cementos promptly (and in any event within one Business Day, shall advise Parent in writing no later than 24 hours) (A) of the receipt by Summit of any Summit Acquisition Proposal (including any bona fide Company Takeover Proposaloffer, any inquiry that would reasonably be expected inquiry, proposal or indication of interest with respect to lead to, any Company Takeover Proposal, thereto) or any request for non-public information reasonably expected amendment or modification to be in contemplation the material terms of a Person making a bona fide Company Takeover Proposalany Summit Acquisition Proposal and such notice shall include, to the extent then known to Summit, the identity of the Person making any such Company Takeover ProposalSummit Acquisition Proposal (or bona fide offer, inquiry inquiry, proposal or request indication of interest with respect to thereto) and the material terms and conditions thereof (along with unredacted copies of all material proposed transaction agreements and other material documents provided in connection therewith) and (B) of any such Company Takeover Proposalrequest for nonpublic information relating to Summit or any of its Subsidiaries or for access to the business, inquiry properties, assets, books or request. The Company shall records or personnel of Summit or any of its Subsidiaries by any Third Party that has notified Summit that it is considering making, or has made, a Summit Acquisition Proposal and (iii) keep Parent Cementos reasonably informed on a reasonably current basis of the status of (and, in any such Company Takeover Proposalevent, inquiry or request, including notifying Parent within one (124 hours) Business Day of the occurrence of any changes to the status and material terms thereof and discussions and negotiations relating thereto and conditions (ii) provide to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof along with unredacted copies of all offers or proposals material proposed transaction agreements and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or documents provided to the Company from any third party in connection therewith, including any amendments thereto) of any Summit Acquisition Proposal (or bona fide offer, inquiry, proposal or indication of interest with any Company Takeover Proposal or sent or provided by the Company respect to the Person making any Company Takeover Proposal in connection with any such Company Takeover Proposalthereto).

Required Notices. The Company promptlyshall not take any of the actions referred to in Section 7.03(b)(i) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, and the Company shall notify Parent promptly (but in no event later than twenty-four hours) after receipt by the Company (or any event within one Business Day, shall advise Parent in writing of its Representatives) of any bona fide Company Takeover Proposal, any inquiry that would reasonably be expected to lead to, any Company Takeover Proposal, Acquisition Proposal or any request for non-public information reasonably expected 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 notified the Company that it may be in contemplation of a Person making a bona fide Company Takeover considering making, or has made, an Acquisition Proposal, including the identity of such Third Party making the Person making any such Company Takeover Proposal, inquiry or request Acquisition Proposal and the material terms and conditions thereof (including providing Parent copies of any such Company Takeover written materials submitted in connection with any Acquisition Proposal, inquiry or request). The Company shall (i) keep Parent reasonably informed on a reasonably current basis of the status and material terms and conditions of such Acquisition Proposal or the nature of any such Company Takeover Proposal, inquiry or request, including notifying Parent within one (1) Business Day information requested of the occurrence Company or its Subsidiaries with respect thereto (including by promptly (but in no event later than twenty-four hours after receipt) providing to Parent copies of any changes written proposals, indications of interest, and/or draft agreements relating to such Acquisition Proposal. The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the terms thereof and discussions and negotiations relating thereto and (ii) provide to Parent promptly (and in any event within one (1) Business Day) after receipt or delivery thereof copies date of all offers or proposals and drafts of proposed letters of intent, memoranda of understanding, merger agreements, acquisition agreements or other Contracts related thereto and all other material correspondence or written materials related thereto sent or provided to this Agreement that prohibits the Company from providing any third party information to Parent in connection with any Company Takeover Proposal accordance with, or sent or provided by the Company to the Person making any Company Takeover Proposal in connection with any such Company Takeover Proposalotherwise complying with, this Section 7.03.