Common use of Notification of approaches Clause in Contracts

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.

Appears in 1 contract

Sources: Scheme Implementation Deed

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.

Appears in 1 contract

Sources: Amendment and Restatement Deed

Notification of approaches. (a) During the Exclusivity Period, each party must as soon as reasonably practicable promptly notify the other party (and in any event within one two Business DayDays) in writing if it, any Group Member of its Subsidiaries or any of their its 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 the party or any of its Representatives with respect to, or that could reasonably be expected to lead to, an actual, proposed or potential a 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 itthe party, any Group Member its Representatives or any of its Subsidiaries or their respective Representatives, in connection with, or in respect of any exploration or consummation of, an actual, a Competing Transaction or a 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, the party or any Group Member Subsidiary of the party or any of their respective businesses or operations or any request for access to the books or records of it the party or any Group MemberSubsidiary of the party, which it the party 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 the party or any of their respective its Representatives to provide any information relating to it, any Group Member Subsidiary of the party or any of 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.

Appears in 1 contract

Sources: Scheme Implementation Deed