Notification of approaches Clause Samples
The 'Notification of approaches' clause requires a party to promptly inform the other party if it is approached by a third party regarding matters relevant to the agreement. In practice, this could involve notifying the other party if a competitor, regulator, or other interested entity contacts them about the contract, its subject matter, or related confidential information. This clause helps ensure transparency and allows both parties to respond appropriately to external inquiries, thereby protecting their interests and maintaining trust.
Notification of approaches. (a) During the Exclusivity Period, M2 must promptly notify Vocus in writing of:
(i) any approach, inquiry or proposal made by any person to M2, any of its Related Bodies Corporate or any of their respective Authorised Persons, to initiate any discussions or negotiations that concern, or that could reasonably be expected to lead to, a M2 Competing Proposal; and
(ii) any request made by any person to M2, any of its Related Bodies Corporate, or any of their respective Authorised Persons, for any information relating to M2, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a M2 Competing Proposal.
(b) Subject to clause 14.7, a notice given under clause 14.5(a) must be accompanied by all material details of the relevant event, including (as the case may be):
(i) the identity of the person who made the relevant approach, inquiry or proposal to initiate discussions or negotiations referred to in clause 14.5(a)(i), or who made the relevant request for information referred to in clause 14.5(a)(ii); and
(ii) the material terms and conditions (including price, conditions precedent, timetable and break fee (if any)) of any M2 Competing Proposal or any proposed M2 Competing Proposal (to the extent known).
(c) During the Exclusivity Period, M2 must promptly provide Vocus with:
(i) in the case of written materials, a copy of; or
(ii) in any other case, a written statement of, any non-public information relating to M2, its Related Bodies Corporate, or any of their businesses and operations made available or received by any person in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a M2 Competing Proposal and which has not previously been provided to Vocus.
Notification of approaches. During the Exclusivity Period, Vocus must promptly notify M2 in writing of:
Notification of approaches. (a) During the Exclusivity Period, Papillon must promptly notify B2Gold in writing if it, its Subsidiaries or any of its or their Representatives becomes aware of:
(i) any approach, inquiry or proposal made to, and any attempt or any intention on the part of any person to initiate or continue any negotiations or discussions with Papillon or any of its Representatives with respect to, or that could reasonably be expected to lead to, any Competing Proposal, whether unsolicited or otherwise;
(ii) any proposal whether written or otherwise made to Papillon, its Representatives or any of its Subsidiaries or their Representatives, in connection with, or in respect of any exploration or consummation of, a Competing Proposal or a proposed or potential Competing Proposal, whether unsolicited or otherwise;
(iii) any request for information relating to Papillon or any member of the Papillon Group or any of their businesses or operations or any request for access to the books or records of Papillon or any member of the Papillon Group, which Papillon has reasonable grounds to suspect may relate to a current or future Competing Proposal;
(iv) any intention by Papillon or any of its Representatives to provide any information relating to Papillon, any member of the Papillon Group or any of their businesses or operations to any person in connection with or for the purposes of a current or future Competing Proposal in reliance on clause 10.7;
(v) any action by Papillon or any of its Representatives, or any intention of Papillon or any of its Representatives to take any action, in reliance on clause 10.7 (including under clause 10.4(a)(iv)); or
(vi) any breach of this clause 10.4.
(b) A notice given under this clause 10.4 must be accompanied by all material details of the relevant event, including:
(i) the identity of the person or persons taking any action referred to in clause 10.4(a)(i) or 10.4(a)(ii) or on whose behalf any such action was taken or any person to whom Papillon intends to provide information under clause 10.4(a)(iii) (Third Party Bidder);
(ii) the terms and conditions of any Competing Proposal or any proposed Competing Proposal (to the extent known); and
(iii) the circumstances in which any information is provided to the Third Party Bidder.
Notification of approaches.
(a) During the Exclusivity Period, each party must as soon as reasonably practicable notify the other party (and in any event within one Business Day) in writing if it, any Group Member or any of their respective Representatives becomes aware of:
(i) any approach, inquiry or proposal made to, and any attempt or any intention on the part of any person to initiate or continue any negotiations or discussions with it or any of its Representatives with respect to, or that could reasonably be expected to lead to, an actual, proposed or potential Competing Transaction or a transaction which would affect, prejudice or jeopardise the completion of the Transaction, whether unsolicited or otherwise;
(ii) any proposal whether written or otherwise made to it, any Group Member or any of their respective Representatives, in connection with, or in respect of any exploration or consummation of, an actual, proposed or potential Competing Transaction or a transaction which would affect, prejudice or jeopardise the completion of the Transaction, whether unsolicited or otherwise;
(iii) any request for information relating to it, any Group Member or any of their respective businesses or operations or any request for access to the books or records of it or any Group Member, which it has reasonable grounds to suspect may relate to a current or future Competing Transaction or a transaction which would affect, prejudice or jeopardise the completion of the Transaction; or
(iv) any intention by it, any Group Member or any of their respective Representatives to provide any information relating to it, any Group Member or their respective businesses or operations to any person in connection with or for the purposes of a current or future Competing Transaction or a transaction which would affect, prejudice or jeopardise the completion of the Transaction.
(b) A notice given under this clause 8.5 must be accompanied by all material details of the relevant event (including the identity of the Third Party), including:
(i) the terms and conditions of any actual, proposed or potential Competing Transaction (to the extent known, including price, conditions precedent, timetable and break or reimbursement fee (if any) or the transaction which would affect, prejudice or jeopardise the completion of the Transaction; and
(ii) the circumstances in which any information is provided to the Third Party as permitted in accordance with clause 8.7.
Notification of approaches. (a) During the Exclusivity Period, the Target must immediately notify the Bidder if it or any of its Related Persons receives written notice of a bona fide and credible Competing Proposal from any Third Party, with such notification to include:
(i) the identity of that Third Party; and
(ii) all other material terms and conditions of the actual, proposed or potential Competing Proposal, including but not limited to the details of the proposed or implied value of the Competing Proposal, conditions, timing and break fee (if any).
Notification of approaches. (a) During the Exclusivity Period, each party must promptly notify the other parties in writing of:
(i) any approach, attempt, inquiry or proposal made by any person to such party, any of its Related Bodies Corporate or any of their respective Authorised Persons, to initiate any discussions or negotiations that concern an actual, proposed or potential Competing Proposal;
(ii) any request made by any Third Party to such party, any of their respective Related Bodies Corporate, or any of their respective Authorised Persons, for any information relating to such party, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, an actual, proposed or potential Competing Proposal; and
(iii) provision by such party, any of their respective Related Bodies Corporate or any of their respective Authorised Persons of any information concerning the business or operations of such party, its Related Bodies Corporate, or any of their businesses and operations to any Third Party (other than a Government Agency) in connection with an actual, proposed or potential Competing Proposal or any of the things described in clauses 9.5(a)(i) and 9.5(a)(ii), ▇▇▇▇▇▇▇ + ▇▇▇▇▇ page | 48 whether direct or indirect, solicited or unsolicited, and in writing or otherwise. For the avoidance of doubt, any of the acts described in clauses 9.5(a)(i) to 9.5(a)(iii) may only be taken if permitted by clause 9.7.
(b) A notice given under clause 9.5(a) must include all material details of the Competing Proposal (including the price (or if not cash, implied value), funding, form of consideration, proposed deal protection provisions, conditions, timing, break fee provisions and other key terms of any Competing Proposal and the identity of the proponent(s) of any such proposal), in each case to the extent known by such party.
(c) During the Exclusivity Period, each party must promptly provide the other parties with:
(i) in the case of written materials, a copy of; or
(ii) in any other case, a written statement of, any non-public information relating to such party, its Related Bodies Corporate, or any of their businesses and operations made available or received by any person in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, an actual, proposed or potential Competing Proposa...
Notification of approaches. (a) During the Exclusivity Period, Asciano must as soon as possible notify Brookfield in writing if it, or any of its Related Persons, becomes aware of any:
(1) negotiations or discussions, approach or attempt to initiate any negotiations or discussions, or intention to make such an approach or attempt to initiate any negotiations or discussions in respect of any inquiry, expression of interest, offer, proposal or discussion in relation to an actual, proposed or potential Competing Proposal;
(2) proposal made to Asciano or any of its Related Persons, in connection with, or in respect of any exploration or completion of, an actual, proposed or potential Competing Proposal; or
(3) provision by Asciano or any of its Related Persons of any non-public information concerning the business or operations of Asciano or the Asciano Group to any to a Third Party in connection with an actual, proposed or potential Competing Proposal, whether direct or indirect, solicited or unsolicited, and in writing or otherwise. For the avoidance of doubt, any of the acts described in paragraphs (1) to (3) may only be taken by Asciano if not proscribed by clause 15.1 or if permitted by clause 15.2. Table of Contents
(b) A notification given under clause 15.3(a) must include the identity of the relevant person making or proposing the relevant actual, proposed or potential Competing Proposal, together with all material terms and conditions of the actual, proposed or potential Competing Proposal.
Notification of approaches. (a) During the Exclusivity Period, Bidder must promptly notify Target in writing if it becomes aware of any:
(i) approach or attempt to initiate negotiations or discussions in relation to an actual, proposed or potential Bidder Competing Proposal;
(ii) proposal made to Bidder, its Related Entities or any of their Representative in connection with, or in respect of any exploration or completion of, any actual, proposed or potential Bidder Competing Proposal; or
(iii) provision by Bidder, its Related Entities or any of their Representative of any non-public information concerning Bidder to any person in relation to any actual, proposed or potential Bidder Competing Proposal, whether direct or indirect, solicited or unsolicited and in writing or otherwise. For the avoidance of doubt, any of the acts described in this clause 9.5 may only be taken by Bidder to the extent permitted or not proscribed under clauses 9.3 or 9.4.
(b) A notice given under clause 9.5(a) must include the identity of the proponent of the Bidder Competing Proposal and a summary of all material terms and conditions of the actual, proposed or potential Bidder Competing Proposal.
Notification of approaches. (a) During the Exclusivity Period, Target must promptly notify Bidder in writing if it becomes aware of any:
(i) approach or attempt to initiate negotiations or discussions in relation to an actual, proposed or potential Target Competing Proposal;
(ii) proposal made to Target, its Related Entities or any of their Representative in connection with, or in respect of any exploration or completion of, any actual, proposed or potential Target Competing Proposal; or
(iii) provision by Target, its Related Entities or any of their Representative of any non-public information concerning Target to any person in relation to any actual, proposed or potential Target Competing Proposal, whether direct or indirect, solicited or unsolicited and in writing or otherwise. For the avoidance of doubt, any of the acts described in this clause 8.5 may only be taken by Target to the extent permitted or not proscribed under clauses 8.3 or 8.4.
(b) A notice given under clause 8.5(a) must include the identity of the proponent of the Target Competing Proposal and a summary of all material terms and conditions of the actual, proposed or potential Target Competing Proposal.
Notification of approaches. (a) During the Exclusivity Period, IOH must as soon as possible notify BC Iron in writing if it, or any of its Related Persons, becomes aware of any:
(1) negotiations, discussions, or approach in relation to an actual, proposed or potential Competing Proposal;
(2) proposal made to IOH or any of its Related Persons, in connection with, or in respect of any exploration or completion of, an actual, proposed or potential Competing Proposal; or
(3) provision by IOH or any of its Related Persons of any non-public information concerning the business or operations of IOH or any of its subsidiaries to a Third Party (other than a Government Agency) in connection with an actual, proposed or potential Competing Proposal, whether direct or indirect, solicited or unsolicited, and in writing or otherwise. For the avoidance of doubt, any of the acts described in paragraphs (1) to (3) may only be taken by IOH if not proscribed by clause 8.1 or if permitted by clause 8.2.
(b) A notification given under clause 8.3(a) must include:
(1) all material terms and conditions of the actual, proposed or potential Competing Proposal; and
(2) the identity of the relevant person making or proposing the relevant actual, proposed or potential Competing Proposal (or on whose behalf the Competing Proposal was made, as the case may be) where consent has been provided by that person to the disclosure of their identity. If such consent has not been given, IOH may withhold the identity of the person from the notification under clause 8.3(a) if the IOH Board, acting in good faith, determines that the disclosure of the identity of the person would be likely to involve a breach of the fiduciary or statutory duties owed by any Director.