Notification of Acquisition Proposals. (1) If the Company 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 relating to the Company or any Subsidiary, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary, the Company shall immediately notify the Purchaser, at first orally, and then promptly 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, and shall provide the Purchaser with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser fully informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser 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 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 (Cnooc LTD), Arrangement Agreement (Nexen Inc)
Notification of Acquisition Proposals. (1) If the Company Corporation 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 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 relating to the Company Corporation or any Subsidiaryof its Subsidiaries in connection with any proposal that constitutes or would reasonably be expected to lead to an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company Corporation or any Subsidiaryof its Subsidiaries, the Company shall immediately Corporation shall:
(a) promptly notify the Purchaser, at first orally, and then promptly as soon as practicable (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 the Person making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all written agreements and substantive documents, correspondence or and other material materials received in respect ofthereof, from or on behalf of any such Person. The Company shall ; and
(b) keep the Purchaser fully promptly and reasonably informed on a current basis of the status of all developments (including the timing of meetings of Corporation’s Board or any committee thereof with respect thereto) and (to the extent permitted by Section 5.3) negotiations with respect to any 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 within 24 hours of receipt thereof, and shall provide respond as promptly as practicable to the Purchaser 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 the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or requestPurchaser’s reasonable questions with respect thereto.
Appears in 2 contracts
Sources: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)
Notification of Acquisition Proposals. (1a) If the Company Target or any of its the Target Subsidiaries or any of their respective Representatives, 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 relating to the Company Target or any Subsidiaryof the Target Subsidiaries, including but not limited to information, access, access or disclosure relating to the properties, facilities, books or records of the Company Target or any Subsidiaryof the Target Subsidiaries, the Company Target shall immediately promptly notify the PurchaserAcquirer, at first orally, and then promptly and in any event within 24 hours in writing, of of:
(i) 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 shall provide the Purchaser with copies of all written material documents, correspondence or other material materials received in respect of, from or on behalf of any such Person. The Company shall keep ; and
(ii) from time to time as reasonably required in the Purchaser fully informed circumstances, to provide Acquirer with updates on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any 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 and shall provide to the Purchaser Acquirer copies of all material documents, correspondence or substantive correspondence if in writing or electronic formother materials received, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Company Target by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.
Appears in 1 contract
Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries or any of its or their respective Representatives, Representatives receives or otherwise becomes become 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 relating to the Company or any Subsidiary, including but not limited Subsidiary in relation to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiarya possible Acquisition Proposal, the Company shall immediately promptly notify the Purchaser, at first orally, and then 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, conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, request and shall provide the Purchaser with unredacted copies of all written documents, documents or correspondence or other material received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser fully promptly informed on a current reasonable basis of the status and terms of developments material developments, discussions and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall as promptly as reasonably practicable provide to the Purchaser unredacted copies of all material documents 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 between the Company by or on behalf of any and its Representatives and the Person making any such Acquisition Proposal, inquiry, proposal, offer or requestrequest and its Representatives.
Appears in 1 contract
Sources: Arrangement Agreement (Telus Corp)
Notification of Acquisition Proposals. (1) If the Company 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 relating to the Company or any Subsidiary, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary, the Company shall immediately promptly notify the 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, and shall provide the Purchaser with copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser fully informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser 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 the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.
Appears in 1 contract
Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries Subsidiaries, or any of their respective Representatives, receives or otherwise becomes aware of any inquiry, proposal proposal, request or offer that constitutes or may would reasonably be expected to constitute lead to, or lead to that is otherwise in respect of, an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information or for access to properties, books and records of and relating to the Company or any SubsidiarySubsidiary in connection with any proposal that constitutes or would reasonably be expected to lead to, or that is otherwise in respect of, an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary, the Company shall immediately shall:
(a) promptly notify the Purchaser, at first orally, and then promptly as soon as practicable (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 requestrequest (including amendments thereto), and shall provide the Purchaser with copies of all written agreements, documents, correspondence or other material received in respect ofthereof, from or on behalf of any such Person. The Company shall ; and
(b) keep the Purchaser fully reasonably informed on a current basis of the status of all developments and (to the extent permitted by Section 5.3) negotiations with respect to any 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, and shall provide respond as promptly as practicable to the Purchaser 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 the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or requestPurchaser’s reasonable questions with respect thereto.
Appears in 1 contract
Notification of Acquisition Proposals. (1) If the Company Corporation 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 relating to the Company Corporation or any Subsidiaryof its Subsidiaries that constitutes or may be reasonably expected to constitute or lead to an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records facilities and Books and Records of the Company Corporation or any Subsidiaryof its Subsidiaries, the Company Corporation shall immediately promptly notify the 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 shall provide the Purchaser with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person. .
(2) The Company Corporation shall keep the Purchaser fully informed on a current basis of the status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any 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 and shall provide to the Purchaser 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 communication to the Company Corporation by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.
Appears in 1 contract
Notification of Acquisition Proposals. (1) If the Company or any of its Subsidiaries or any of their respective Representatives, Representatives receives or otherwise becomes aware of any inquiry, proposal proposal, request or offer that constitutes or may could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiaryof its Subsidiaries outside of the Ordinary Course and not reasonably believed to relate in any way to an Acquisition Proposal, including but not limited to information, access, access or disclosure relating to the assets, properties, facilities, books or records of the Company or any Subsidiaryof its Subsidiaries, the Company shall immediately promptly (and in any event within 24 hours of the receipt thereof) notify the Purchaser, at first orally, and then promptly and in any event within 24 hours in writing, of such inquiry, proposal, request or offer, including a description of its material terms and conditions, and the identity of all Persons making the inquiry, proposal, request or offer, and shall provide the Purchaser with copies of all written agreements, documents in respect of such inquiry, proposal, request or offer Acquisition Proposal, as well as all substantive or material correspondence or other material received from or behalf of, or sent to any such Person and such other details 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 shall provide request as the Purchaser with copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Personmay reasonably request. The Company shall keep the Purchaser fully informed on a reasonably current basis of the status of developments and (and, to the extent permitted by Section 5.3) , discussions and negotiations with respect to any Acquisition Proposal, such inquiry, proposal, offer request or requestoffer, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer request or request and shall provide to the Purchaser 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 the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or requestoffer.
Appears in 1 contract
Sources: Arrangement Agreement