Common use of Required Notices Clause in Contracts

Required Notices. From and after the date hereof, the Company shall 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 Acquisition Proposal or any 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, in each case that would reasonably be expected to lead to an Acquisition Proposal and keep Parent reasonably informed of the status of discussions and negotiations relating to such Acquisition Proposal, including promptly (but in no event later than twenty four (24) hours after receipt) providing Parent with (i) the identity of the Third Party making such Acquisition Proposal or request, (ii) a summary of all material correspondence with respect to such Acquisition Proposal, 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 where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided to the Company or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit the Company to entertain or engage in discussions regarding an Acquisition Proposal following the Company Shareholder Approval.

Required Notices. From and after the date hereof, the The Company shall 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 forty-eight (2448) hours thereofhours) 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 believes is or that would reasonably be expected to lead 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 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 PartyParty that, in each case that would reasonably to the knowledge of the Company, may be expected to lead to considering making, or has made, an Acquisition Proposal and keep Parent reasonably informed of the status of discussions and negotiations relating to such Acquisition Proposal, including promptly (but in no event later than twenty four (24) hours after receipt) providing Parent with (i) the identity of the Third Party making such Acquisition Proposal or request, (ii) a summary of all material correspondence with respect to such Acquisition Proposal, 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 where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided to the Company or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit the Company to entertain or engage in discussions regarding an Acquisition Proposal following the Company Shareholder Approval.

Required Notices. From Parent and after the date hereof, Parent Board shall not take any of the Company 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 Parent in writing (whether before or after the Company Shareholder Approval is obtained and which notice shall not constitute an Adverse Recommendation Change) Sellers’ Representative promptly after receipt (but in no event later than twenty four 24 hours) after receipt by Parent (24or any of its Representatives) hours thereof) by the Company 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 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 also notify the Sellers’ Representative promptly (but in no event later than 24 hours) after receipt by Parent of any 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 PartyParty that has informed Parent that it is considering making, in each case that would reasonably be expected to lead to or has made, an Acquisition Proposal 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 keep Parent reasonably informed of the status of discussions and negotiations relating to such Acquisition Proposal, including promptly (but in no event later than twenty four (24) hours after receipt) providing Parent its Subsidiaries will not enter into any confidentiality agreement with (i) the identity of the any Third Party making such Acquisition Proposal or request, (ii) a summary of all material correspondence with respect to such Acquisition Proposal, 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 where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided subsequent to the Company or date hereof which prohibits Parent from providing any of its Subsidiaries information to the Sellers in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit the Company to entertain or engage in discussions regarding an Acquisition Proposal following the Company Shareholder Approvalaccordance with this Section 7.6(c).

Required Notices. From The Company and after the date hereof, 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 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) after receipt by the Company (24or, if received by any of the Company's Representatives, after the Company is informed by such Representative) hours thereofof 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, 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 Acquisition Proposal or any 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 PartyParty that has informed the Company that it is considering making, in each case that would reasonably be expected to lead to or has made, an Acquisition Proposal and keep Proposal. The Company shall also notify Parent reasonably informed promptly of the status Company's intention to take the actions set forth in clauses (A) or (B) of discussions Section 6.4(b)(i). The Company agrees that it and negotiations relating to such Acquisition Proposal, including promptly (but in no event later than twenty four (24) hours after receipt) providing Parent its Subsidiaries will not enter into any confidentiality agreement with (i) the identity of the any Third Party making such Acquisition Proposal or request, (ii) a summary of all material correspondence with respect to such Acquisition Proposal, 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 where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided subsequent to the Company or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit date hereof which prohibits the Company from providing any information to entertain or engage Parent in discussions regarding an Acquisition Proposal following the Company Shareholder Approvalaccordance with this Section 6.4.

Required Notices. From and after the date hereofhereof and prior to obtaining the Company Shareholder Approval, the Company shall notify Parent promptly (and 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 any event later than twenty within twenty-four (24) hours thereofhours) after receipt by the Company of any Acquisition Proposal or 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 case, that would could reasonably be expected to lead 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 ​ 42 ​ 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 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 and negotiations relating to such Acquisition Proposalor negotiations, including promptly (but in no event later than twenty twenty-four (24) hours after receipt) providing Parent with (i) summaries of all oral communications between the identity of the Third Party making such Acquisition Proposal or request, (ii) a summary Company and unredacted copies of all material correspondence with respect to such Acquisition Proposal, and written materials (iiiincluding any amendments or modifications thereto) 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 where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided to or by the Company or any of its Subsidiaries or any of their respective Representatives in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit the Company to entertain or engage in discussions regarding an Acquisition Proposal following the Company Shareholder Approval.

Required Notices. From and after the date hereof, the The Company shall 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 twenty-four (24) hours thereofhours) after receipt by the Company (or any of its Representatives) of any Acquisition Proposal or any inquiries with respect thereto or that could reasonably be expected to lead 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 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, in each case Party that would the Company should reasonably be expected to lead to believe may be considering making, or has made, an Acquisition Proposal and keep Parent reasonably informed of the status of discussions and negotiations relating to such Acquisition Proposal, including promptly (but in no event later than twenty four (24) hours after receipt) providing Parent with (i) the identity of the Third Party making such Acquisition Proposal or request, (ii) a summary of all material correspondence inquiry with respect to such Acquisition Proposal, 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 where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided to the Company or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit the Company to entertain or engage in discussions regarding an Acquisition Proposal following the Company Shareholder Approvalthereto.

Required Notices. From and after the date hereofThe Company, the Company Board or any committee thereof shall not take any of the actions referred to in Section 6.10(b) unless the Company shall have first complied with the applicable requirements of this Section 6.10(c). The Company shall notify (orally and in writing) the 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) after receipt by the Company (24or any of its Representatives) hours thereofof any Company Acquisition Proposal or of any inquiries or other communication regarding the making of a Company 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 Company Acquisition Proposal and its proposed financing sources, 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 Company Acquisition Proposal (whether made before or after the date hereof). The Company shall also notify the Parent promptly (but in no event later than 24 hours) after receipt by the Company of any Acquisition Proposal or any 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 PartyParty that has informed the Company that it is considering making, in each case that would reasonably be expected to lead to an or has made, a Company Acquisition Proposal and keep Proposal. The Company shall also notify the Parent reasonably informed promptly of the status Company’s intention to take the actions set forth in clauses (A) or (B) of discussions Section 6.10(b)(i). The Company agrees that it and negotiations relating to such Acquisition Proposal, including promptly (but in no event later than twenty four (24) hours after receipt) providing Parent its Subsidiaries will not enter into any confidentiality agreement with (i) the identity of the any Third Party making such Acquisition Proposal or request, (ii) a summary of all material correspondence with respect to such Acquisition Proposal, 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 where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided subsequent to the date hereof which prohibits Company or from providing any of its Subsidiaries information to Parent in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit the Company to entertain or engage in discussions regarding an Acquisition Proposal following the Company Shareholder Approvalaccordance with this Section 6.10(c).

Required Notices. From and after The Company shall not take any of the date hereofactions 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, the Company shall 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 twenty-four (24hours) hours thereof) after receipt by the Company (or any of its Representatives) of any Acquisition Proposal or any 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 PartyParty that has notified the Company that it may be considering making, in each case that would reasonably be expected to lead to or has made, an Acquisition Proposal, including the identity of such Third Party making the Acquisition Proposal and the material terms and conditions thereof (including providing Parent copies of any written materials submitted in connection with any Acquisition Proposal). The Company shall keep Parent reasonably informed on a reasonably current basis of the status and material terms and conditions of discussions and negotiations relating to such Acquisition Proposal, Proposal or the nature of any information requested of the Company or its Subsidiaries with respect thereto (including by promptly (but in no event later than twenty twenty-four (24) hours after receipt) providing to Parent with (i) the identity copies of the Third Party making such Acquisition Proposal or requestany written proposals, (ii) a summary indications of all material correspondence with respect interest, and/or draft agreements relating to such Acquisition Proposal, . The Company agrees that it and (iii) an unredacted copy its Subsidiaries will not enter into any agreement with any Person subsequent to the date of such Acquisition Proposal (and this Agreement that prohibits the Company from providing any other Contracts that form a part of such Acquisition Proposal, subject information to customary redactions of any debt financing documents)Parent in accordance with, or where such Acquisition Proposal is not in writingotherwise complying with, a description of the material terms thereof, sent or provided to the Company or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit the Company to entertain or engage in discussions regarding an Acquisition Proposal following the Company Shareholder Approvalthis Section 7.03.

Required Notices. From The Company and after the date hereof, 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 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) after receipt by the Company (24or, if received by any of the Company’s Representatives, after the Company is informed by such Representative) hours thereofof 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, 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 Acquisition Proposal or any 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 PartyParty that has informed the Company that it is considering making, in each case that would reasonably be expected to lead to or has made, an Acquisition Proposal and keep Proposal. The Company shall also notify Parent reasonably informed promptly of the status Company’s intention to take the actions set forth in clauses (A) or (B) of discussions Section 6.4(b)(i). The Company agrees that it and negotiations relating to such Acquisition Proposal, including promptly (but in no event later than twenty four (24) hours after receipt) providing Parent its Subsidiaries will not enter into any confidentiality agreement with (i) the identity of the any Third Party making such Acquisition Proposal or request, (ii) a summary of all material correspondence with respect to such Acquisition Proposal, 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 where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided subsequent to the Company or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit date hereof which prohibits the Company from providing any information to entertain or engage Parent in discussions regarding an Acquisition Proposal following the Company Shareholder Approvalaccordance with this Section 6.4.

Required Notices. From and after The Board of Directors shall not take any of the date hereofactions referred to in Section 6.03 unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, the Company shall 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 twenty-four (24) hours thereofhours) after receipt by the Company (or any of its Representatives) of any Acquisition Proposal Proposal, or any request for material non-public information relating to the Company or any of its Subsidiaries 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 PartyParty that has indicated it may be considering making, in each case that would reasonably be expected to lead to or has made, an Acquisition Proposal. Such notice shall be in writing and shall identify the Third Party and the material terms and conditions of any such 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 keep Parent reasonably informed informed, on a reasonably prompt basis, of the status of discussions and negotiations relating to any such Acquisition Proposal, Proposal including promptly (but notifying Parent in no event later than twenty writing within twenty-four (24) hours after receipt) providing Parent with (i) the identity occurrence of any material amendment or modification thereof. Without limiting the Third Party making such Acquisition Proposal or requestforegoing, (ii) a summary of all material correspondence with respect to such Acquisition Proposal, and (iii) an unredacted copy of such Acquisition Proposal the Company shall promptly (and any other Contracts that form a part of such Acquisition Proposal, subject to customary redactions of any debt financing documents), or where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided to the Company or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit the Company event within twenty-four (24) hours) notify Parent in writing if it determines to entertain begin providing information or to engage in discussions regarding or negotiations concerning an Acquisition Proposal following the Company Shareholder ApprovalProposal.

Required Notices. From and after The Board of Directors of the date hereofCompany will 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, the Company shall will 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 (24two Business Days) hours thereof) after receipt by the Company (or any of its Representatives) of any Company 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 or records of the Company or any of its Subsidiaries by any Third PartyPerson or group of Persons that has made, in each case or that would 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 to an a Company Acquisition Proposal Proposal. In connection with any notice required hereby, the Company will (i) provide to Parent the material terms and conditions (including the identity of the third party making any such Company Acquisition Proposal, indication or request) of any such Company Acquisition Proposal, indication or request and (ii) keep Parent reasonably informed of the status and material details (including any material change to the terms thereof) of any such Company Acquisition Proposal and any discussions and negotiations relating to such Acquisition Proposal, including promptly (but in no event later than twenty four (24) hours after receipt) providing Parent with (i) the identity of the Third Party making such Acquisition Proposal or request, (ii) a summary of all material correspondence with respect to such Acquisition Proposal, 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 where such Acquisition Proposal is not in writing, a description of concerning the material terms and conditions thereof, sent or provided . The Company agrees that it and its Subsidiaries will not enter into any agreement with any Person subsequent to the Company or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit date hereof which prohibits the Company from providing any information to entertain or engage Parent in discussions regarding an Acquisition Proposal following the Company Shareholder Approvalaccordance with this Section 6.03.

Required Notices. From and after the date hereof, the The Company shall 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 twenty-four (24) hours) after receipt by the Company (or any 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 believes is or that would reasonably be expected to lead 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 thereofof (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 Acquisition Proposal or any 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 PartyParty that the Company reasonably expects may be considering making, in each case that would reasonably be expected to lead to or has made, an Acquisition Proposal and keep Parent reasonably informed of the status of discussions and negotiations relating to such Acquisition Proposal, including promptly (but in no event later than twenty four (24) hours after receipt) providing Parent with (i) the identity of the Third Party making such Acquisition Proposal or request, (ii) a summary of all material correspondence with respect to such Acquisition Proposal, 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 where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided to the Company or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit the Company to entertain or engage in discussions regarding an Acquisition Proposal following the Company Shareholder Approval.

Required Notices. From The Company and after the date hereof, 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 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) after receipt by the Company (24or, if received by any of the Company’s Representatives, after the Company is informed by such Representative) hours thereofof 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 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 Acquisition Proposal or any 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 PartyParty that has informed the Company that it is considering making, in each case that would reasonably be expected to lead to or has made, an Acquisition Proposal and keep Proposal. The Company shall also notify Parent reasonably informed promptly of the status Company’s intention to take the actions set forth in clauses (A) or (B) of discussions Section 6.4(b)(i). The Company agrees that it and negotiations relating to such Acquisition Proposal, including promptly (but in no event later than twenty four (24) hours after receipt) providing Parent its Subsidiaries will not enter into any confidentiality agreement with (i) the identity of the any Third Party making such Acquisition Proposal or request, (ii) a summary of all material correspondence with respect pursuant to such Acquisition Proposal, 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 where such Acquisition Proposal is not in writing, a description of the material terms thereof, sent or provided this Section 6.4 subsequent to the Company or any of its Subsidiaries in connection therewith. For the avoidance of doubt, the foregoing shall not in any way permit date hereof which prohibits the Company from providing any information to entertain or engage Parent in discussions regarding an Acquisition Proposal following the Company Shareholder Approvalaccordance with this Section 6.4.