Common use of Required Notices Clause in Contracts

Required Notices. The Company’s Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action on a prompt and timely 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 Takeover Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders or holders of Company Common Stock or any of its Subsidiaries by any Third Party that has stated that it is considering making, or has made, a Takeover Proposal, which notice shall be provided orally and in writing and shall identify the Third Party making, and the terms and conditions of, any such Takeover Proposal, indication or request (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 correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describe the material terms and conditions of any Takeover Proposal and a written summary of any oral discussions describing any such terms and conditions.

Required Notices. The Company’s Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action on a prompt and timely 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 or, if received on a day that is not a Business Day, the following Business Day) after receipt by the Company (or any of its Representatives) of any Takeover Acquisition Proposal, any indication that a Third Party is considering making an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders books or holders records of the Company Common Stock or any of its Subsidiaries by any Third Party that has stated that it is that, to the knowledge of the Company, may be considering making, or has made, a Takeover an Acquisition Proposal, which . The Company shall provide such notice shall be provided orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Takeover Acquisition Proposal, indication or request (including any changes thereto)request, subject to such restrictions as may exist under confidentiality agreements as in effect on the date hereof. The Company shall keep Parent reasonably fully informed, on a current prompt basis, of any material changes to the status and details status, terms or conditions of any such Takeover Acquisition Proposal, indication or request (including any material changes thereto) and shall promptly (but in no event later than 24 hours after receiptreceipt or, if received on a day that is not a Business Day, the following Business Day) provide to Parent copies of all correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describe the describes any material terms and or conditions of any Takeover Proposal and a written summary of any oral discussions describing any such terms and conditionsAcquisition Proposal.

Required Notices. The Company’s Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action on a prompt and timely basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but and in no any event later than 24 hourswithin one Business Day) after receipt by the Company (or any of its Representatives) of any Takeover Acquisition Proposal, any bona fide indication that a Third Party is considering making an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders books or holders records of the Company Common Stock or any of its Subsidiaries by any Third Party that has stated that it is considering makingwho would reasonably be expected to make, or has made, a Takeover an Acquisition Proposal, which . The Company shall provide such notice shall be provided orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Takeover Acquisition Proposal, indication or request (including any changes thereto)request. The Company shall keep Parent reasonably informed, on a current basis, of the status and details material terms of any such Takeover Acquisition Proposal, indication or request (including any material changes thereto) and shall promptly (but in no event later than 24 hours one Business Day after receipt) provide to Parent copies of all correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describe the describes any material terms and or conditions of any Takeover Acquisition Proposal and a (as well as written summary summaries of any oral discussions describing communications addressing such matters). Any material amendment to any such terms and conditionsAcquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of the Company’s compliance with this Section 6.04(c).

Required Notices. The Company’s Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto7.04(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, the Company shall continue to advise Parent after taking such action on a prompt and timely 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 Takeover Acquisition Proposal, any inquiry or request for discussion from a Third Party regarding an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders books or holders records of the Company Common Stock or any of its Subsidiaries by any Third Party that has stated that it is may be considering making, or has made, a Takeover an Acquisition Proposal, which . The Company shall provide such notice shall be provided orally and in writing and shall identify the Third Party making, and the terms and conditions of, any such Takeover Acquisition Proposal, indication or request (including any changes thereto). The Company shall keep Parent reasonably informedrequest, 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 correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describe the material any terms and or conditions of any Takeover Acquisition Proposal. Any material amendment to any Acquisition Proposal and will be deemed to be a written summary new Acquisition Proposal for purposes of any oral discussions describing any such terms and conditionsthe Company’s compliance with this Section 7.04(c).

Required Notices. The Company’s Company Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto7.4(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after action at least twenty-four (24) hours in advance of taking such action on a prompt and timely basis of the status and terms of any discussions and negotiations with the Third Partyaction. 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 Takeover Acquisition Proposal, any notification to the Company (or any of its Representatives) that would reasonably be expected to result in an Acquisition 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, records, customers, suppliers, lenders books or holders records of the Company Common Stock or any of its Subsidiaries by any Third Party that has stated made, or that has notified the Company (or any of its Representatives) that it is considering making, or has made, a Takeover an Acquisition Proposal, which notice shall be provided orally and in writing and . The Company shall identify the Third Party making, and the terms and conditions of, any such Takeover Acquisition Proposal, indication or request (including any changes thereto)request. The Company shall keep Parent reasonably informed, on a current basis, in reasonable detail of the status and details terms of any such Takeover Acquisition Proposal, indication or request (including or any material changes thereto) other negotiations with Third Parties and shall promptly (but in no event later more than 24 hours after receipttwenty-four (24) hours) provide to Parent copies of all material correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describe the material describes any terms and or conditions of any Takeover Proposal and a written summary of any oral discussions describing any such terms and conditionsAcquisition Proposal.

Required Notices. The Company’s Company Board of Directors shall not take any of the actions referred to in clauses (i‎Section 6.03(b)(iii) and (ii) of Section 6.3(b) (giving effect to the provisos theretoor ‎Section 6.03(b)(iv) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action on a prompt and timely 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 Takeover Acquisition Proposal, any written indication that a Third Party is considering making 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, records, customers, suppliers, lenders books or holders records of the Company Common Stock or any of its Subsidiaries by any Third Party that has stated that it is may be considering making, or has made, a Takeover an Acquisition Proposal, which . The Company shall provide such notice shall be provided orally and in writing and shall identify the Third Party making, and the terms and conditions of, any such Takeover Acquisition Proposal, written indication or request (including any changes thereto)written request. The Company shall keep Parent reasonably informed, on a current prompt basis, of the status and material details of any such Takeover Acquisition Proposal, written indication or request (including any material changes thereto) written request, and shall promptly (but in no event later than 24 48 hours after receipt) provide to Parent copies of all correspondence and written materials sent or provided to received by the Company or any of its Subsidiaries that describe the material describes any terms and or conditions of any Takeover Acquisition Proposal. Any material amendment to any Acquisition Proposal and will be deemed to be a written summary new Acquisition Proposal for purposes of any oral discussions describing any such terms and conditionsthe Company’s compliance with this ‎Section 6.03(c).

Required Notices. The Company’s Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto7.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and action (which notice shall be given 3 Business Days prior to the Company shall continue Board of Directors making an Adverse Recommendation Change in response to advise Parent after taking such action on a prompt and timely basis of the status and terms of any discussions and negotiations with the Third Partyan Acquisition Proposal). In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or, to the knowledge of its directors or executive officers, by any of its Representatives) of any Takeover a bona fide Acquisition Proposal, indication specifying that a Third Party is considering making an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders books or holders records of the Company Common Stock or any of its Subsidiaries by any Third Party that has stated notified the Company that it is considering making, or has made, a Takeover an Acquisition Proposal, which . The Company shall provide such notice shall be provided orally and in writing and shall identify the Third Party making, and the material terms and conditions (or a copy) of, any such Takeover Acquisition Proposal, indication or request (including any changes thereto)request. The Company shall keep Parent promptly and reasonably informed, on a current basis, informed of the status and details of material terms and developments with respect to any such Takeover Acquisition Proposal, indication or request (including request. Any material amendment to any material changes thereto) and shall promptly (but in no event later than 24 hours after receipt) provide Acquisition Proposal will be deemed to Parent copies be a new Acquisition Proposal for purposes of all correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describe the material terms and conditions of any Takeover Proposal and a written summary of any oral discussions describing any such terms and conditionsCompany’s compliance with this Section 7.04(c).

Required Notices. The Company’s Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action on a prompt and timely basis of the status and terms of any discussions and negotiations with the Third Party. In addition, the Company shall notify Parent promptly (but and in no event later than 24 hoursany event, within two (2) Business Days) notify the Purchaser after receipt by the Company or any of its Subsidiaries (or any of its or their Representatives) of (x) any Takeover Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders books or holders records of the Company Common Stock or any of its Subsidiaries by any Third Party Person other than the Purchaser or any of its Affiliates that has stated the Company knows is intending to make an Acquisition Proposal and (y) any proposal that it is considering makingwould qualify as an Acquisition Proposal but for the fact that such proposal does not meet any of the required 15% thresholds relating to assets and property, consolidated net revenues or net income, consolidated assets, equity or voting securities, or has made, a Takeover Proposalaggregate voting power as set forth in Section 3.10(h)(i) to so qualify, which notice shall be provided orally and in writing and shall identify include the Third Party making, and the material terms and conditions of, of any such Takeover Acquisition Proposal, indication or request (including, if applicable, copies of any written requests, proposals or offers, including any changes thereto). The proposed Definitive Transaction Agreement) and the identity of the Person or Persons making such Acquisition Proposal, and the Company shall keep Parent the Purchaser reasonably informed, informed on a current basisprompt basis (and in any event, of the status and details within two (2) Business Days) of any material developments, discussions or negotiations with respect to any such Takeover Proposal, indication or request Acquisition Proposal (including any material changes theretoto such Acquisition Proposals) and shall promptly (but in no event later than 24 hours after receipt) provide to Parent copies of all material correspondence and other written materials sent or provided to the Company or any of its Subsidiaries that describe the Representatives relating to such material developments, discussions or negotiations promptly upon receipt thereof, and in any event within two (2) Business Days. The terms and conditions of existence of, and any Takeover Proposal and a written summary of any oral discussions describing other information relating to, any such terms Acquisition Proposal, and conditionsthe identity of such Person, shall be subject to the confidentiality obligations imposed on the Purchaser pursuant to the Non-Disclosure Agreement.

Required Notices. The Company’s Board of Directors shall not take any From and after the date hereof until the earlier of the actions referred termination of this Agreement pursuant to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, Article 10 and the Company shall continue to advise Parent after taking such action on a prompt and timely basis of the status and terms of any discussions and negotiations with the Third Party. In additionEffective Time, the Company shall notify Parent promptly (but and in no any event later than within 24 hours) after of (A) the receipt by the Company of any Acquisition Proposal, any material amendment or modification to the material terms of any Acquisition Proposal, and such notice shall include the identity of the Person making the Acquisition Proposal and unredacted copies of all portions of the Acquisition Proposal and all related documents (including all financing commitments and other documents relating to the financing), in each case that contain material terms and conditions thereof, and if such Acquisition Proposal or any portion thereof was not provided in writing, a summary of its Representativesthe material terms and conditions thereof and (B) of any Takeover Proposal or of any request for nonpublic information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders books or holders records or personnel of the Company Common Stock or any of its Subsidiaries by any Third Party that has stated notified the Company that it is considering making, or has made, a Takeover an Acquisition Proposal, which notice shall be provided orally and in writing and shall identify the Third Party making, and the terms and conditions of, any such Takeover Proposal, indication or request (including any changes thereto). The Company shall keep Parent reasonably informed, on a current reasonably prompt basis, of the status of material discussions or negotiations and details material terms and conditions of any such Takeover Proposal, indication or request (including Acquisition Proposal and any material changes developments related thereto) and shall , including promptly (but in no event later than 24 hours after receipt) provide to providing Parent unredacted copies of all material portions of any correspondence and written materials sent (including any amendments or provided to modifications thereto) that describe such material terms and conditions and summaries of all material oral communications between the Company or any of its Subsidiaries that describe or any of their respective Representatives, on the material terms one hand, and conditions the potential counterparty and any of any Takeover Proposal and a written summary of any oral discussions describing any such terms and conditionsits Representatives, on the other hand, in connection therewith.

Required Notices. The Company’s Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action on a prompt and timely 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 or, to the Knowledge of the Company, any of its Representatives) of any Takeover Acquisition Proposal, any definitive indication that a Third Party is intending to make or will be making an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders work papers or holders of other documents relating to the Company Common Stock or any of its Subsidiaries by any Third Party that has stated definitively indicated that it is considering intending to make or will be making, or has made, a Takeover an Acquisition Proposal, which . Such notice shall be provided orally and in writing and shall identify the Third Party making, and the terms and conditions (other than immaterial terms and conditions) of, any such Takeover Acquisition Proposal, indication or request (including any changes thereto)request. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and material details of any such Takeover Acquisition Proposal, indication or request (including any material changes thereto) and shall promptly (but in no event later than 24 48 hours after receipt) provide to Parent copies of all correspondence and written materials sent or provided by such Third Party or any of its Affiliates or Representatives to the Company or any of its Subsidiaries that describe the material describes any terms and or conditions of any Takeover Proposal and a written summary of any oral discussions describing any such (other than immaterial terms and conditions) of any Acquisition Proposal. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of the Company’s compliance with this Section 6.03(c).

Required Notices. The Company’s Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto7.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action on a prompt and timely 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 Takeover Acquisition Proposal, any indication that a Third Party is considering making an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders books or holders records of the Company Common Stock or any of its Subsidiaries by any Third Party in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that has stated that it is considering making, or has made, a Takeover could reasonably be expected to lead to an Acquisition Proposal, which . The Company shall provide such notice shall be provided orally and in writing and shall identify the Third Party makingmaking (except to the extent the Company is prohibited from disclosing such information under the terms of a confidentiality agreement in force on the date hereof (“Restricted Information”)) and, and the terms and conditions of, any such Takeover Acquisition Proposal, indication or request (including any changes thereto)request. The Company shall keep Parent reasonably informed, apprised on a current basis, prompt basis of any material developments or changes with respect to any of the status terms and details conditions of any such Takeover Acquisition 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 (redacted to exclude any Restricted Information) of all correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describe the material describes any terms and or conditions of any Takeover Acquisition Proposal and a (as well as written summary summaries of any oral discussions describing any communications addressing such terms and conditionsmatters).

Required Notices. The Company’s Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action, and the Company shall continue to advise Parent after taking such action on a prompt and timely 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 or, to the Knowledge of the Company, any of its Representatives) of any Takeover Acquisition Proposal, any definitive indication that a Third Party is intending to make or will be making an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders work papers or holders of other documents relating to the Company Common Stock or any of its Subsidiaries by any Third Party that has stated definitively indicated that it is considering intending to make or will be making, or has made, a Takeover an Acquisition Proposal, which . Such notice shall be provided orally and in writing and shall identify the Third Party making, and the terms and conditions (other than immaterial terms and conditions) of, any such Takeover Acquisition Proposal, indication or request (including any changes thereto)request. The Company shall keep Parent reasonably informed, on a reasonably current basis, of the status and material details of any such Takeover Acquisition Proposal, indication or request (including any material changes thereto) and shall promptly (but in no event later than 24 48 hours after receipt) provide to Parent copies of all correspondence and written materials sent or provided by such Third Party or any of its Affiliates or Representatives to the Company or any of its Subsidiaries that describe the material describes any terms and or conditions of any Takeover Proposal and a written summary of any oral discussions describing any such (other than immaterial terms and conditions) of any Acquisition Proposal. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of the Company’s compliance with this ‎ Section 6.03(c).

Required Notices. The Company’s Board of Directors shall not take any of the actions referred to in clauses (i) and (ii) of Section 6.3(b) (giving effect to the provisos thereto‎Section 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 the Company shall continue to advise Parent after taking such action on a prompt and timely 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 Takeover Acquisition Proposal, any indication that a Third Party is considering making an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, records, customers, suppliers, lenders books or holders records of the Company Common Stock or any of its Subsidiaries by any Third Party in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that has stated that it is considering making, or has made, a Takeover could reasonably be expected to lead to an Acquisition Proposal, which . The Company shall provide such notice shall be provided orally and in writing and shall identify the Third Party makingmaking (except to the extent the Company is prohibited from disclosing such information under the terms of a confidentiality agreement in force on the date hereof (“Restricted Information”)) and, and the terms and conditions of, any such Takeover Acquisition Proposal, indication or request (including any changes thereto)request. The Company shall keep Parent reasonably informed, apprised on a current basis, prompt basis of any material developments or changes with respect to any of the status terms and details conditions of any such Takeover Acquisition 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 (redacted to exclude any Restricted Information) of all correspondence and written materials sent or provided to the Company or any of its Subsidiaries that describe the material describes any terms and or conditions of any Takeover Acquisition Proposal and a (as well as written summary summaries of any oral discussions describing any communications addressing such terms and conditionsmatters).