Common use of Notification of Acquisition Proposals Clause in Contracts

Notification of Acquisition Proposals. (a) If Yerbaé or any of the Yerbaé Subsidiaries or, to the knowledge of Yerbaé, any of their respective Representatives, receives or otherwise becomes aware of either: (a) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (b) any request for copies of, access to, or disclosure of, confidential information relating to Yerbaé or any of the Yerbaé Subsidiaries, Yerbaé shall promptly notify Safety Shot, at first orally, and then promptly, and in any event within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of material documents, correspondence or other material received in respect of, from or on behalf of any such Person if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such communication to Yerbaé by or on behalf of any such Person. Yerbaé agrees that it shall simultaneously provide to Safety Shot any non-public information concerning itself or the Yerbaé Subsidiaries provided to any other Person or group in connection with any Acquisition Proposal that was not previously provided to Safety Shot. (b) Yerbaé shall keep Safety Shot fully informed of the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including the identity of the parties and the price involved and any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to Safety Shot copies of all material correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence or communication to Yerbaé by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 5 contracts

Sources: Arrangement Agreement (Safety Shot, Inc.), Arrangement Agreement (Safety Shot, Inc.), Arrangement Agreement (Yerbae Brands Corp.)

Notification of Acquisition Proposals. (a1) If Yerbaé the Company or any of the Yerbaé Subsidiaries or, to the knowledge of Yerbaé, any of their respective Representatives, receives or otherwise becomes aware of either: (a) any written or oral inquiry, proposal or offer that constitutes or may could reasonably be expected to constitute or lead to or result in an Acquisition Proposal, or (b) any request for copies of, access to, or disclosure of, confidential information relating to Yerbaé the Company in connection with an Acquisition Proposal, including but not limited to information, access, or any disclosure relating to the properties, facilities, books or records of the Yerbaé SubsidiariesCompany, Yerbaé shall promptly the Company will immediately notify Safety Shotthe Purchaser, at first orally, and then promptly, promptly and in any event within 24 hours, hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and will provide the Purchaser, with copies of material all written documents, correspondence or other material received in respect of, from or on behalf of any such Person if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such communication to Yerbaé by or on behalf of any such Person. Yerbaé agrees that it shall simultaneously provide to Safety Shot any non-public information concerning itself or The Company will keep the Yerbaé Subsidiaries provided to any other Person or group in connection with any Acquisition Proposal that was not previously provided to Safety Shot. (b) Yerbaé shall keep Safety Shot fully Purchaser and Bridgeway informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to such any Acquisition Proposal, or any inquiry, proposal, offer or requestrequest which could reasonably be expected to lead to or result in an Acquisition Proposal, including the identity of the parties and the price involved and any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall will provide to Safety Shot the Purchaser, Bridgeway and their counsel 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 communication communicated to Yerbaé the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 2 contracts

Sources: Arrangement Agreement (Bridgeway National Corp.), Arrangement Agreement

Notification of Acquisition Proposals. (a) If Yerbaé the Company or any of the Yerbaé its Subsidiaries or, to the knowledge of Yerbaé, or any of their respective Representatives, Representatives receives or otherwise becomes aware of either: (aX) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (bY) any request for copies of, access to, or disclosure of, confidential information relating to Yerbaé the Company or any of its Subsidiaries in connection with any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the Yerbaé properties, facilities, books or records of the Company or any of its Subsidiaries, Yerbaé the Company: (a) may, in a form reasonably acceptable to the Purchaser (i) communicate with any Person solely for the purposes of clarifying the terms of any such inquiry, proposal or offer made by such Person, (ii) advise any Person of the restrictions of this Agreement, and (iii) advise any Person making such inquiry, proposal or offer that the Company Board has determined that such inquiry, proposal or offer does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal; (b) shall promptly notify Safety Shotthe Purchaser, at first orally, and then promptly, 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, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, request and copies of material all agreements, documents, correspondence or other material received in respect of, from or on behalf of any such Person if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such communication to Yerbaé by or on behalf of any such Person. Yerbaé agrees that it shall simultaneously provide to Safety Shot any non-public information concerning itself or the Yerbaé Subsidiaries provided to any other Person or group in connection with any Acquisition Proposal that was not previously provided to Safety Shot.; and (bc) Yerbaé shall keep Safety Shot the Purchaser fully informed of the status of developments discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or requestrequest (to the extent permitted by this Article 5), including the identity of the parties and the price involved and any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to Safety Shot copies of all material correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence or communication to Yerbaé by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or request.

Appears in 1 contract

Sources: Arrangement Agreement (Rogers Communications Inc)

Notification of Acquisition Proposals. (a) If Yerbaé the Company or any of the Yerbaé Company Subsidiaries or, to the knowledge of Yerbaé, or any of its or their respective Representatives, Affiliates or Representatives receives or otherwise becomes become aware of either: (a) any written or oral inquiry, proposal, expression or offer that 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, information relating to the Company or any Company Subsidiary in connection with any inquiry, proposal proposal, expression or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (b) any request for copies ofincluding information, access toaccess, or disclosure of, confidential information relating to Yerbaé any properties, facilities, books or records or other documents of the Company or any of the Yerbaé Company Subsidiaries, Yerbaé the Company: (a) may: (i) communicate with any Person solely for the purposes of clarifying the terms of any such inquiry, proposal, expression or offer made by such Person; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making such inquiry, proposal, expression or offer that the Company Board has determined that such inquiry, proposal or offer does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal; (b) shall promptly notify Safety ShotParent and Parent’s Counsel, at first orally, and then promptly, and in any event within 24 twenty-four (24) hours, in writing, of such Acquisition Proposal, inquiry, proposal, expression, offer or request, 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 un-redacted copies of material documentsall agreements, correspondence term sheets, proposals, letters of intent and similar documents (whether or other material not electronic) received in respect of, from or on behalf of any such Person Person; and (c) shall keep Parent promptly and reasonably informed on a current basis of the status, the terms of any material or substantive correspondence, discussions or negotiations and any other material developments and discussions relating to any Acquisition Proposal (including any financing commitments related thereto), inquiry, proposal, expression, offer or request (to the extent such discussions and negotiations are permitted by this Article 5), including any changes, modifications or other amendments to or relating to any such Acquisition Proposal, inquiry, proposal, expression, offer or request and promptly provide to Parent un-redacted copies of all agreements, term sheets, proposals, letters of intent and similar documents (including any other agreements, correspondence or materials that modify, amend or supplement any of the foregoing), if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such communication to Yerbaé by or on behalf of any such Person. Yerbaé agrees that it shall simultaneously provide to Safety Shot any non-public information concerning itself or material documents and correspondence between the Yerbaé Subsidiaries provided to any other Person or group in connection with any Acquisition Proposal that was not previously provided to Safety Shot. (b) Yerbaé shall keep Safety Shot fully informed of the status of developments Company and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including the identity of the parties its Representatives and the price involved and any material changes, modifications or other amendments to Person making any such Acquisition Proposal, inquiry, proposal, expression, offer or request and shall provide to Safety Shot copies of all material correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence or communication to Yerbaé by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or requestits Representatives.

Appears in 1 contract

Sources: Arrangement Agreement (Reunion Neuroscience Inc.)

Notification of Acquisition Proposals. (a) If Yerbaé the Company or any of the Yerbaé Company Subsidiaries or, to the knowledge of Yerbaé, or any of its or their respective Representatives, Affiliates or Representatives receives or otherwise becomes become aware of either: (a) 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 (b) any request for copies of, access to, or disclosure of, confidential information relating to Yerbaé the Company or any of Subsidiary in relation to a possible Acquisition Proposal, the Yerbaé Subsidiaries, Yerbaé Company shall promptly notify Safety ShotParent and Parent’s Counsel, at first orally, and then promptly, and in any event within 24 twenty-four (24) hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, 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 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 Person. The Company shall keep Parent promptly and fully informed on a reasonably current basis of the status, the terms of any discussions or negotiations (to the extent such discussions and negotiations are permitted by Section 5.3) and any developments and discussions relating to any Acquisition Proposal (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 request 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 material terms of such communication to Yerbaé by or on behalf of any such Person. Yerbaé agrees that it shall simultaneously provide to Safety Shot any non-public information concerning itself or correspondence between the Yerbaé Subsidiaries provided to any other Person or group in connection with any Acquisition Proposal that was not previously provided to Safety Shot. (b) Yerbaé shall keep Safety Shot fully informed of the status of developments Company and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including the identity of the parties its Representatives and the price involved and any material changes, modifications or other amendments to Person making any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to Safety Shot copies of all material correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence or communication to Yerbaé by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or requestits Representatives.

Appears in 1 contract

Sources: Arrangement Agreement (BELLUS Health Inc.)