Acquisition Proposal Sample Clauses

Acquisition Proposal. (a) The Company agrees that it will, pursuant to a customary confidentiality agreement, promptly (and, in any event, within forty-eight (48) hours) notify the Investors in writing if any formal proposals or offers with respect to an Acquisition Proposal are received by it or any of its directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) and the Company intends to initiate or continue any discussions or negotiations with respect to such Acquisition Proposal, including, in connection with such notice, the identity of the Person making the offer or the proposal or seeking such information or discussions or negotiations, a written summary of the material terms and conditions of any proposals or offers that are not made in writing and copies of any requests, proposals or offers, including proposed agreements, of proposals or offers that are made in writing. The Company shall keep the Investors reasonably informed, on a prompt basis (and, in any event, within 48 hours), of the status and terms of any proposals or offers (including any amendments thereto) and the status of any discussions or negotiations. The Company agrees that it and its Subsidiaries will not enter into any confidentiality agreement with any Person subsequent to the date hereof which prohibits the Company from providing such information to the Investors. (b) The Company shall not enter into any agreement with a third party providing for any Acquisition Proposal and shall not authorize, adopt, approve, recommend or declare advisable any Acquisition Proposal or agreement with respect thereto (i) without providing the Investors with the right and opportunity to make an alternative proposal to the Acquisition Proposal (an “Investor Proposal”) in a period of at least fifteen (15) Business Days (the “Response Period”) from the date on which the Investors received the written notice from the Company in accordance with Section 6.6(a) above and (ii) if an Investor Proposal is a Matching Proposal. Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 6.6 and the Investors shall be afforded a new Response Period in respect of each such Acquisition Proposal.

Acquisition Proposal. “Acquisition Proposal” shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.

Acquisition Proposal. 6.3 affiliate.............................................................10.4 Agreement..................................................

Acquisition Proposal. “Acquisition Proposal” shall mean any proposal or offer by or from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 23(d) of the Exchange Act, including any amendment or modification to any such proposal or offer, relating to, in a single transaction or series of related transactions, any (a) acquisition or license of assets of the Acquired Corporations equal to 20% or more of the Company’s assets or to which 20% or more of the Company’s revenues or earnings are attributable, (b) issuance or acquisition of 20% or more of the outstanding Shares, (c) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Shares or (d) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Shares, in each case other than the Transactions.

Acquisition Proposal. 40 Agreement....................................... 1

Acquisition Proposal. The term "Acquisition Proposal" shall have the meaning set forth in Section 3.34.

Acquisition Proposal. 36 Action........................................................................20

Acquisition Proposal. 32 affiliate.......................................................

Acquisition Proposal. 38, 39 Action.............................................................40 affiliates.........................................................

Acquisition Proposal. 24 Affiliate.................................................................................................. 37 Agreement.................................................................................................. 1