Common use of Right of Notice on Extraordinary Transaction Clause in Contracts

Right of Notice on Extraordinary Transaction. (a) If Company receives a bona fide proposal (a “Proposal”) from one or more third parties (the “Third Party”) to enter into a definitive agreement with Company that would result or would reasonably be expected to result in an Extraordinary Transaction (as hereinafter defined), Company shall, within two business days of receipt of such Proposal, notify Investor in writing of such Proposal; provided, however, that Company shall be under no obligation to inform Investor of the financial terms of the Proposal or the identity of the Third Party. If requested by Investor, Company shall immediately give Investor full access to the all of the information and other diligence materials, including all non-public information, provided or made available to the Third Party in connection with the Proposal. For a period of not less than 10 business days following the receipt by Investor of the notice of a Proposal, Investor shall have the right to submit one or more proposals (an “Investor Proposal”) to acquire Company or enter into another Extraordinary Transaction with Company. Prior to the expiration of such 10-business day period, Company shall not enter into any agreement or arrangement with any person that would impose limitations or restrictions (including by providing for Company to pay termination or break-up fees) on Company’s ability to (i) provide information (including non-public information) to Investor, (ii) consider or participate in negotiations with Investor regarding an Investor Proposal, (iii) receive, accept, approve, recommend to its securityholders or enter into any agreement or arrangement with Investor relating to an Investor Proposal, (iv) complete an Extraordinary Transaction with Investor or (v) otherwise comply with the provisions of this Section 5.5. For the avoidance of doubt, a letter of intent, term sheet or form of definitive agreement may be a Proposal for purposes of this Section 5.5.

Right of Notice on Extraordinary Transaction. (a) If the Company receives a bona fide proposal (a “Proposal”) from one or more third parties (the “Third Party”) to enter into a definitive agreement with the Company that would result or would reasonably be expected to result in an Extraordinary Transaction (as hereinafter defined), the Company shall, within two business days of receipt of such Proposal, notify the Investor in writing of (i) such ProposalProposal and (ii) the identity of all other parties who have or will receive a similar notice of the Proposal (each a “Notice Party”); provided, however, that the Company shall be under no obligation to inform the Investor of the financial terms of the Proposal or the identity of the Third Party. If requested by the Investor, and subject to the execution of a mutually acceptable confidentiality agreement, the Company shall immediately give the Investor full access to the all of the information and other diligence materials, including all non-public information, provided or made available to the Third Party in connection with the Proposal. For a period of not less than 10 business days following the receipt by the Investor of the notice of a Proposal, the Investor shall have the right to submit one or more proposals (an “Investor Proposal”) to acquire the Company or enter into another Extraordinary Transaction with the Company. Prior to the expiration of such 10-business day period, the Company shall not enter into any agreement or arrangement arrangement, whether binding or non-binding, with the Third Party or any other person relating to an Extraordinary Transaction, including any that would impose limitations or restrictions (including by providing for the Company to pay termination or break-up fees) on the Company’s ability to (i) provide information (including non-public information) to the Investor, (ii) consider or participate in negotiations with the Investor regarding an Investor Proposal, (iii) receive, accept, approve, recommend to its securityholders or enter into any agreement or arrangement with the Investor relating to an Investor Proposal, (iv) complete an Extraordinary Transaction with the Investor or (v) otherwise comply with the provisions of this Section 5.55A.1. For the avoidance of doubt, a letter of intent, term sheet sheet, standstill agreement or form of definitive agreement may be a Proposal for purposes of this Section 5.55A.1. Notwithstanding anything in this Agreement to the contrary, this Section 5A.1(a) shall not be applicable to any proposal made by a Notice Party during the 10 business day period described in the third and fourth sentences of this Section 5A.1(a).