Common use of Notification of Acquisition Proposals Clause in Contracts

Notification of Acquisition Proposals. (1) If a Party or any of its Subsidiaries or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information that is made, or that may reasonably be perceived to be made, in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Party or any of its Subsidiaries, the Party in receipt of such inquiry, proposal or offer (the “Notified Party”) shall immediately notify the other Party, at first orally, and then promptly and in any event within 48 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the other Party with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person. The Notified Party shall keep the other Party informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If a Party or any of its Subsidiaries Representatives receives an Acquisition Proposal or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may could reasonably be expected to constitute or lead to an Acquisition ProposalProposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information that is made, relating to such Party or that may reasonably be perceived to be made, any subsidiary in connection with such an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Party or any of its Subsidiaries, the Party in receipt of such inquiry, proposal or offer (the “Notified Party”) offer, such Party shall immediately notify the other Party, at first orally, and then promptly as soon as practicable and in any event within 48 24 hours of the receipt thereof notify the other Party (at first orally and then in writing, ) of such Acquisition Proposal, inquiry, proposal, offer or request, including . Such notice shall include a description of its the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons persons making the Acquisition Proposal, inquiry, proposal, offer or request, request and such Party shall provide the other Party with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Personperson. The Notified Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 5.3) 7.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal, inquiry, proposal, offer or requestrequest and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, including and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any changes, modifications or other amendments to person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If a Party or any of its Subsidiaries Representatives receives an Acquisition Proposal or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may could reasonably be expected to constitute or lead to an Acquisition ProposalProposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information that is made, relating to such Party or that may reasonably be perceived to be made, any Subsidiary in connection with such an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Party or any of its Subsidiaries, the Party in receipt of such inquiry, proposal or offer (the “Notified Party”) offer, such Party shall immediately notify the other Party, at first orally, and then promptly as soon as practicable and in any event within 48 24 hours of the receipt thereof notify the other Party (at first orally and then in writing, ) of such Acquisition Proposal, inquiry, proposal, offer or request, including . Such notice shall include a description of its the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons persons making the Acquisition Proposal, inquiry, proposal, offer or request, request and such Party shall provide the other Party with unredacted copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Personperson or any other information reasonably necessary to keep the other Party informed in all material respects of the Acquisition Proposal. The Notified Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 5.3) 5.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or requestrequest or change thereof and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or request or change thereof.

Notification of Acquisition Proposals. (1) If a Party or any of its Subsidiaries subsidiaries or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to receives an Acquisition ProposalProposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information that is made, relating to such Party or that may reasonably be perceived to be made, any subsidiary in connection with such an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the such Party or any of its Subsidiaries, the Party in receipt of such inquiry, proposal or offer (the “Notified Party”) shall immediately notify the other Party, at first orally, and then promptly as soon as practicable and in any event within 48 24 hours of the receipt thereof notify the other Party (at first orally and then in writing, ) of such Acquisition Proposal, inquiry, proposal, offer Proposal or request, including . Such notice shall include a description of its material terms and conditions of such Acquisition Proposal or request and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer Proposal or request, request and shall provide the other Party with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person. The Notified Party receiving the Acquisition Proposal shall keep the other Party fully informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 5.3) 7.3 or 7.4 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition ProposalProposal and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, inquiryand if not in writing or electronic form, proposal, offer a description of the material terms of such correspondence sent or request, including communicated to such Party by or on behalf of any changes, modifications or other amendments to Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Notification of Acquisition Proposals. (1) If a Party or any of its Subsidiaries Representatives receives an Acquisition Proposal or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may could reasonably be expected to constitute or lead to an Acquisition ProposalProposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information that is made, relating to such Party or that may reasonably be perceived to be made, any Subsidiary in connection with such an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Party or any of its Subsidiaries, the Party in receipt of such inquiry, proposal or offer (the “Notified Party”) offer, such Party shall immediately notify the other Party, at first orally, and then promptly as soon as practicable and in any event within 48 twenty four (24) hours of the receipt thereof notify the other Party (at first orally and then in writing, ) of such Acquisition Proposal, inquiry, proposal, offer or request, including . Such notice shall include a description of its the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons persons making the Acquisition Proposal, inquiry, proposal, offer or request, request and such Party shall provide the other Party with unredacted copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Personperson or any other information reasonably necessary to keep the other Party informed in all material respects of the Acquisition Proposal. The Notified Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 5.3) 5.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or requestrequest or change thereof and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or request or change thereof.

Notification of Acquisition Proposals. (1) If a Party the Company or any of the Company Subsidiaries or any of its Subsidiaries or any of their respective Representatives, receives, Affiliates or Representatives receives or otherwise becomes become aware of any written or oral inquiry, proposal proposal, request for information or offer that constitutes constitutes, contemplates or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information that is made, relating to the Company or that may reasonably be perceived any Subsidiary in relation to be made, in connection with an a possible Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Party or any of its Subsidiaries, the Party in receipt of such inquiry, proposal or offer (the “Notified Party”) Company shall immediately promptly notify the other PartyParent and Parent’s Counsel, at first orally, and then promptly and in any event within 48 hours twenty-four (24) hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, request and shall provide the other Party with unredacted copies of all material or substantive documents, correspondence or other material media (whether or not electronic) received in respect of, from or on behalf of any such Person. The Notified Party Company shall keep the other Party Parent promptly and fully informed on a reasonably current basis of the status status, the terms of developments and any discussions or negotiations (to the extent such discussions and negotiations are permitted by Section 5.3) negotiations with respect and any developments and discussions relating to such any Acquisition ProposalProposal (including any financing commitments related thereto), inquiry, proposal, offer or request, including any changes, modifications or other amendments to or relating to any such Acquisition Proposal, inquiry, proposal, offer or requestrequest and promptly provide to Parent unredacted copies of all documents, correspondence or media if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such correspondence between the Company and its Representatives and the Person making any such Acquisition Proposal, inquiry, proposal, offer or request and its Representatives.

Notification of Acquisition Proposals. (1) If a Party or any of its Subsidiaries Representatives receives an Acquisition Proposal or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may could reasonably be expected to constitute or lead to an Acquisition ProposalProposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information that is made, relating to such Party or that may reasonably be perceived to be made, any Subsidiary in connection with such an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Party or any of its Subsidiaries, the Party in receipt of such inquiry, proposal or offer (the “Notified Party”) offer, such Party shall immediately notify the other Party, at first orally, and then promptly as soon as practicable and in any event within 48 twenty four (24) hours of the receipt thereof notify the other Party (at first orally and then in writing, ) of such Acquisition Proposal, inquiry, proposal, offer or request, including . Such notice shall include a description of its the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons persons making the Acquisition Proposal, inquiry, proposal, offer or request, request and such Party shall provide the other Party with unredacted copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Personperson or any other information reasonably necessary to keep the other Party informed in all material respects of the Acquisition Proposal. The Notified Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 5.3) 5.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or requestrequest or change thereof and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or request or change thereof.

Notification of Acquisition Proposals. (1) If a Party the Corporation or any of its Subsidiaries subsidiaries or any of their respective Representatives, receives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may would reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information that is made, relating to the Corporation or that may reasonably be perceived to be made, any subsidiary in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Party Corporation or any of its Subsidiariessubsidiary, the Party in receipt of such inquiry, proposal or offer Corporation shall promptly (the “Notified Party”) shall immediately notify the other Party, at first orally, and then promptly and in any event within 48 hours 24 hours) notify the Acquiror, at first orally and then as soon as practicable (and in any event within 24 hours) in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions conditions, and, unless and only to the extent prohibited by any confidentiality agreement or applicable provisions entered into by the Corporation prior to the date hereof, shall provide the Acquiror the identity of all Persons such person making the such Acquisition Proposal, inquiry, proposal, offer or request, request and shall provide the other Party with copies of all material written documents, material or substantive correspondence or other material received (and, if not in writing or electronic form, a description of the material terms thereof) in respect of, from or on behalf of any such Personperson. The Notified Party Corporation shall keep the other Party Acquiror reasonably informed on a current basis of the status of developments and (to the extent permitted by Section 5.36.3) negotiations with respect to such any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or requestrequest following a change of status as soon as practicable but not less than on a daily basis.

Notification of Acquisition Proposals. (1) If a Party or any of its Subsidiaries Representatives receives an Acquisition Proposal or any of their respective Representatives, receives, or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may could reasonably be expected to constitute or lead to an Acquisition ProposalProposal after the date of this Agreement, or any request for copies of, access to, or disclosure of, confidential information that is made, relating to such Party or that may reasonably be perceived to be made, any Subsidiary in connection with such an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Party or any of its Subsidiaries, the Party in receipt of such inquiry, proposal or offer (the “Notified Party”) offer, such Party shall immediately notify the other Party, at first orally, and then promptly as soon as practicable and in any event within 48 twenty four (24) hours of the receipt thereof notify the other Party (at first orally and then in writing, ) of such Acquisition Proposal, inquiry, proposal, offer or request, including . Such notice shall include a description of its the material terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons persons making the Acquisition Proposal, inquiry, proposal, offer or request, request and such Party shall provide the other Party with unredacted copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Personperson or any other information reasonably necessary to keep the other Party informed in all material respects of the Acquisition Proposal. The Notified Party receiving the Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Party informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 5.3) 5.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.request or change thereof and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any person making any such Acquisition Proposal, inquiry, proposal, offer or request or change thereof.‌