Common use of Notification of approaches Clause in Contracts

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 Proposal and which has not previously been provided to the other parties and is not commercially sensitive information of that person.