Common use of Notification to Parent Clause in Contracts

Notification to Parent. The Company Board shall not take any of the actions referred to in clauses (i) through (v) of Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and provide a summary of the material terms and conditions of, any such Takeover Proposal, indication or request and provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written and electronic material exchanged between the Company or any of its Subsidiaries and any Person that describes any of the material terms or conditions of any Takeover Proposal. The Company shall keep Parent reasonably informed, on a prompt basis, of the status and material terms of any such Takeover Proposal, indication or request. The Company shall promptly provide Parent any non-public information concerning the Company’s and any of its Subsidiary’s business, present or future performance, financial condition, or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Parent, copies of such information.

Notification to Parent. The Neither the Special Committee nor the Company Board shall not take any of the actions referred to in clauses (i) through (vii) of Section 6.04(b5.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than 24 hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and provide a summary details of the material terms and conditions of, any such Takeover Proposal, indication or request and provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written and electronic material exchanged between the Company or request, including any of its Subsidiaries and any Person that describes any of the material terms or conditions of any Takeover Proposalproposed financing. The Company shall keep Parent reasonably fully informed, on a prompt current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall provide Parent with at least twenty-four (24) hours prior notice of any meeting of the Special Committee or the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Special Committee or the Company Board is reasonably expected to consider any Takeover Proposal. The Company shall promptly provide Parent with a list of any non-public information concerning the Company’s and any of its Subsidiary’s business, present or future performance, financial condition, or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Parent, copies of such information.

Notification to Parent. The Company Board shall not take promptly (and in any of the actions referred to in clauses (ievent within 24 hours) through (v) of Section 6.04(b) unless notify Parent if the Company shall have delivered determines to Parent begin providing information or to engage in discussions or negotiations concerning a prior written notice advising Parent that it intends Takeover Proposal pursuant to take such actionSection 5.03(b). The Company shall notify Parent promptly (but and in no any event later than within 24 hours) after notify Parent in the event that it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and provide a summary details of the material terms and conditions of, any such Takeover Proposal, indication or request and provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written and electronic material exchanged between the Company or request, including any of its Subsidiaries and any Person that describes any of the material terms or conditions of any Takeover Proposalproposed financing. The Company shall keep Parent reasonably informed, on a prompt current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall promptly provide Parent with at least two (2) Business Days’ prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Takeover Proposal. At least two (2) Business Days prior to furnishing or making available to any third party any non-public information concerning the Company’s Company and any of its Subsidiary’s businessSubsidiaries or their respective businesses, present or future performance, financial condition, or results of operations, provided the Company shall furnish copies of all such non-public information to any third party, andParent, to the extent such information has not been previously provided to Parent, copies of such information.

Notification to Parent. The In the event that the Company Board shall not take takes any of the actions under Section 5.04(a), above, or referred to in clauses (i) through (viv) of Section 6.04(b) unless 5.04(b), above, the Company shall have delivered to promptly (but in no event later than 48 hours) notify Parent a prior written notice advising Parent that it intends to take such actionin writing. The Company shall also notify the Parent promptly (but in no event later than 24 48 hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company Opco LLC or any of its their respective Subsidiaries by any third partyparty that informs the Company, Opco LLC or any of their respective Subsidiaries that it is considering making or has made a Takeover Proposal. In such notice, the Company Such notice shall identify the third party making, and provide a summary details of the material terms and conditions of, any such Takeover Proposal, indication or request and provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written and electronic material exchanged between the Company or request, including any of its Subsidiaries and any Person that describes any of the material terms or conditions of any Takeover Proposalproposed financing. The Company shall keep the Parent reasonably fully informed, on a prompt current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall promptly provide the Parent with a list of any non-public information concerning the Company’s and or any of its Subsidiary’s Subsidiaries' business, present or future performance, financial condition, or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Parentthe other party, copies of such information.

Notification to Parent. The Company Board shall not take any of the actions referred to in clauses (i) through (viv) of Section 6.04(b5.04(d) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than 24 hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and provide a summary details of the material terms and conditions of, any such Takeover Proposal, indication or request and provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written and electronic material exchanged between the Company or request, including any of its Subsidiaries and any Person that describes any of the material terms or conditions of any Takeover Proposalproposed financing. The Company shall keep Parent reasonably fully informed, on a prompt current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall provide Parent with at least 48 hours’ prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Takeover Proposal. The Company shall promptly provide Parent with a list of any non-public information concerning the Company’s and any of its Subsidiary’s business, present or future performance, financial condition, or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Parent, copies of such information. For the avoidance of doubt, this Section 5.04(e) shall not apply to a Takeover Proposal that relates to any Excluded Party (for so long as such Person or group is an Excluded Party).

Notification to Parent. The Company Board shall not take any of the actions referred to in clauses (i) through (viv) of Section 6.04(b) 6.2 unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than 24 hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and provide a summary details of the material terms and conditions of, any such Takeover Proposal, indication or request and provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written and electronic material exchanged between the Company or any of its Subsidiaries and any Person that describes any of the material terms or conditions of any Takeover Proposalrequest. The Company shall keep Parent reasonably fully informed, on a prompt current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, and other material terms thereof. The Company shall promptly provide Parent with a list of any non-public information concerning the Company’s and any of its Subsidiary’s business, present or future performance, financial condition, or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Parent, copies of such information.

Notification to Parent. The Company Board Special Committee shall not take any of the actions referred to in clauses (i) through (viv) of Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than 24 48 hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Acquisition Proposal, any inquiry that could reasonably be expected to lead to a Takeover an Acquisition Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party. In such notice, the Company shall identify the third party making, and provide a summary details of the material terms and conditions of, any such Takeover Acquisition Proposal, indication or request and provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written and electronic material exchanged between the Company or request, including any of its Subsidiaries and any Person that describes any of the material terms or conditions of any Takeover Proposalproposed financing. The Company shall keep Parent reasonably fully informed, on a prompt current basis, of the status and material terms of any such Takeover Acquisition Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall provide Parent with at least 48 hours prior notice of any meeting of the Special Committee (or such lesser notice as is provided to the members of the Special Committee) at which the Special Committee is reasonably expected to consider any Acquisition Proposal. The Company shall promptly provide Parent with a list of any material non-public information concerning the Company’s and any of its Subsidiary’s business, present or future performance, financial condition, or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Parent, copies of such information.