Common use of Notices; Additional Negotiations Clause in Contracts

Notices; Additional Negotiations. The Company shall promptly advise Parent orally, with written confirmation to follow promptly (and in any event within one business day), of any Acquisition Proposal or any request for nonpublic information, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until two business days after the Company has first notified Parent of such Acquisition Proposal as required by the preceding sentence. The Company shall (i) keep Parent fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, (ii) provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material (A) sent or provided to the Company from any third party in connection with any Acquisition Proposal (other than confidential due diligence materials regarding such third party sent to the Company by such third party in connection with an Acquisition Proposal) or (B) sent or provided by the Company to any third party in connection with any Superior Proposal, and (iii) if Parent shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposal. Contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiry, the Company shall furnish a copy of such information to Parent to the extent that such copy has not previously been provided to Parent. In addition to the foregoing, the Company shall provide Parent with at least 24 hours prior notice (or such lesser prior notice as provided to the members of the Company Board but in no event less than eight hours) of any meeting of the Company Board at which the Company Board is reasonably expected to consider a Superior Proposal or to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to Parent.

Notices; Additional Negotiations. The Company Each party shall promptly immediately advise Parent the other party orally, with written confirmation to follow promptly (and in any event within one business day24 hours), of any Acquisition Proposal or any request for nonpublic informationinformation in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Public Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until two five business days after the Company it has first notified Parent Merger Partner of such Acquisition Proposal as required by the preceding sentence. The Merger Partner shall not provide any information to or participate in discussions or negotiations with any such person or entity under any circumstances. Public Company shall (i) keep Parent Merger Partner fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, (ii) provide to Parent Merger Partner as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material (A) sent or provided to the Public Company from any third party in connection with any Acquisition Proposal (other than confidential due diligence materials regarding such third party sent to the Company by such third party in connection with an Acquisition Proposal) or (B) sent or provided by the Public Company to any third party in connection with any Superior Proposal, and (iii) if Parent Merger Partner shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposal. Contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiry, the Public Company shall furnish a copy of such information to Parent to the extent that such copy has not previously been provided to Parent. In addition to the foregoing, the Company shall provide Parent with at least 24 hours prior notice (or such lesser prior notice as provided to the members of the Company Board but in no event less than eight hours) of any meeting of the Company Board at which the Company Board is reasonably expected to consider a Superior Proposal or to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to ParentMerger Partner.

Notices; Additional Negotiations. The Company Each party shall promptly immediately advise Parent the other party orally, with written confirmation to follow promptly (and in any event within one business day24 hours), of any Acquisition Proposal or any request for nonpublic informationinformation in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Company Neither party shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until two business days after the Company such party has first notified Parent the other party of such Acquisition Proposal as required by the preceding sentence. The Company party receiving an Acquisition Proposal shall (i) keep Parent the other party fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, (ii) provide to Parent the other party as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material (A) sent or provided to the Company party receiving an Acquisition Proposal from any third party in connection with any Acquisition Proposal (other than confidential due diligence materials regarding such third party sent to the Company by such third party in connection with an Acquisition Proposal) or (B) sent or provided by the Company such party to any third party in connection with any Superior Proposal, and (iii) if Parent the other party shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposal. Contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiry, the Company party receiving a Superior Proposal shall furnish a copy of such information to Parent the other party to the extent that such copy has not previously been provided to Parentthe other party. In addition to the foregoing, SkillSoft or SmartForce shall (i) provide the Company shall provide Parent other party with at least 24 hours prior notice (or such lesser prior notice as provided to the members of the Company SkillSoft's or SmartForce's Board of Directors but in no event less than eight hours) of any meeting of the Company SkillSoft's or SmartForce's Board of Directors at which the Company SkillSoft's or SmartForce's Board of Directors is reasonably expected to consider a Superior Proposal and (ii) provide the other party with at least two business days prior written notice of a meeting of SkillSoft's or SmartForce's Board of Directors at which SkillSoft's or SmartForce's Board of Directors is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to Parentthe other party.

Notices; Additional Negotiations. The Company Each party shall promptly immediately advise Parent the other party orally, with written confirmation to follow promptly (and in any event within one business day)promptly, of any Acquisition Proposal or any request for nonpublic informationinformation in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Company Neither party shall not provide any information to or participate in discussions or negotiations with (except for discussions as to the existence of these provisions) the person or entity making any Acquisition Proposal which constitutes a Superior Proposal or which could reasonably be expected to result in a Superior Proposal until two business days after the Company such party has first notified Parent the other party of such Acquisition Proposal as required by the preceding sentence. The Company party receiving an Acquisition Proposal shall (i) orally, and in writing within 24 hours of receipt thereof, keep Parent the other party fully informed, on a current basis, informed of the status and details (including any change to the terms) material terms of any such Acquisition Proposal Proposal, request or inquiry (including notifying the other party orally and in writing of the identity of the person making such Acquisition Proposal, request or inquiry, and of any material change to the terms of such Acquisition Proposal) and (ii) provide if the other party to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material (A) sent or provided to the Company from any third party in connection with any Acquisition Proposal (other than confidential due diligence materials regarding such third party sent to the Company by such third party in connection with an Acquisition Proposal) or (B) sent or provided by the Company to any third party in connection with any Superior Proposal, and (iii) if Parent this Agreement shall make a counterproposalcompeting proposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposalcompeting proposal. Contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiryAcquisition Proposal, the Company party receiving such Acquisition Proposal shall furnish a copy of such information to Parent the other party to the extent that such copy has not previously been provided to Parentthe other party. In addition to the foregoing, Verilink or Larscom shall (A) provide the Company shall provide Parent other party with at least 24 hours prior notice (or such lesser prior notice as provided to the members of the Company Verilink Board or to the members of the Larscom Board but in no event less than eight hours) of any meeting of the Company Verilink Board or the Larscom Board at which the Company Verilink Board or the Larscom Board is reasonably expected to consider an Acquisition Proposal which constitutes a Superior Proposal or which could reasonably be expected to result in a Superior Proposal and (B) provide the other party with at least two business days prior written notice of a meeting of the Verilink Board or the Larscom Board at which the Verilink Board or the Larscom Board is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to Parentthe other party.

Notices; Additional Negotiations. The Company and Acquiror shall promptly immediately advise Parent the other orally, with written confirmation to follow promptly (and in any event within one two business daydays), of any Acquisition Proposal or any request for nonpublic informationinformation in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until two business days after the Company has first notified Parent of such party receiving an Acquisition Proposal as required by the preceding sentence. The Company shall (i) keep Parent the other party fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, inquiry and (ii) provide to Parent the other party as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material (A) sent or provided to the Company party receiving such Acquisition Proposal from any third party in connection with any such Acquisition Proposal. Notwithstanding the foregoing, in the event that the Company receives an Acquisition Proposal (other than confidential due diligence materials regarding such third party sent that is, or is reasonably likely to the Company by such third party in connection with an Acquisition Proposal) or (B) sent or provided by the Company to any third party in connection with any result in, a Superior Proposal, and (iii) if Parent shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposal. Contemporaneously contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiry, the Company shall furnish a copy of such information to Parent the Acquiror to the extent that such copy has not previously been provided to ParentAcquiror. In addition to the foregoing, the Company shall (i) provide Parent Acquiror with at least 24 hours prior notice (or such lesser prior notice as provided to the members of the Company Company's Board of Directors but in no event less than eight hours) of any meeting of the Company Company's Board of Directors at which the Company Company's Board of Directors is reasonably expected to consider a Superior Proposal or and (ii) provide Acquiror with at least two business days prior written notice of a meeting of the Company's Board of Directors at which the Company's Board of Directors is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to ParentAcquiror.

Notices; Additional Negotiations. The Company and Acquiror shall promptly immediately advise Parent the other orally, with written confirmation to follow promptly (and in any event within one two business daydays), of any Acquisition Proposal or any request for nonpublic informationinformation in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until two business days after the Company has first notified Parent of such party receiving an Acquisition Proposal as required by the preceding sentence. The Company shall (i) keep Parent the other party fully informed, on a current basis, of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, inquiry and (ii) provide to Parent the other party as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material (A) sent or provided to the Company party receiving such Acquisition Proposal from any third party in connection with any such Acquisition Proposal. Notwithstanding the foregoing, in the event that the Company receives an Acquisition Proposal (other than confidential due diligence materials regarding such third party sent that is, or is reasonably likely to the Company by such third party in connection with an Acquisition Proposal) or (B) sent or provided by the Company to any third party in connection with any result in, a Superior Proposal, and (iii) if Parent shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposal. Contemporaneously contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiry, the Company shall furnish a copy of such information to Parent the Acquiror to the extent that such copy has not previously been provided to ParentAcquiror. In addition to the foregoing, the Company shall (i) provide Parent Acquiror with at least 24 hours prior notice (or such lesser prior notice as provided to the members of the Company Company’s Board of Directors but in no event less than eight hours) of any meeting of the Company Company’s Board of Directors at which the Company Company’s Board of Directors is reasonably expected to consider a Superior Proposal or and (ii) provide Acquiror with at least two business days prior written notice of a meeting of the Company’s Board of Directors at which the Company’s Board of Directors is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to ParentAcquiror.

Notices; Additional Negotiations. The Company Upon obtaining knowledge of any Acquisition Proposal, Holder shall promptly advise Parent Acquiror orally, with written confirmation to follow promptly (and in any event within one business day24 hours), of any Acquisition Proposal or any request for nonpublic informationinformation in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Company Holder shall not provide any information to or participate in discussions or negotiations with the person or entity Person making any Superior Proposal until two business days after the Company has first notified Parent of such Acquisition Proposal as required by the preceding sentenceProposal. The Company Holder shall (i) keep Parent Acquiror fully informed, on a current basis, informed of the status and details (including any change to the terms) of any such Acquisition Proposal or inquiry, inquiry (whether written or oral) on a reasonably current basis and (ii) provide to Parent Acquiror as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material (A) sent or provided to the Company Holder from any third party in connection with any Acquisition Proposal (other than confidential due diligence materials regarding such third party sent to the Company by such third party in connection with an Acquisition Proposal) or (B) sent or provided by the Company Holder, if permitted hereunder, to any third party in connection with any Superior Acquisition Proposal, and (iii) if Parent shall make a counterproposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to . In the event Holder does not notify Acquiror per the terms of such counterproposal. Contemporaneously with providing any this Section 4(b), Holder shall nonetheless be deemed to have satisfied its obligations to notify Acquiror as provided in this Section 4(b) if Target shall have satisfied its obligation to timely provide the relevant information to a third party in connection with any such Superior Proposal or inquiry, Acquiror under the Company shall furnish a copy of such information to Parent to the extent that such copy has not previously been provided to Parent. In addition to the foregoing, the Company shall provide Parent with at least 24 hours prior notice (or such lesser prior notice as provided to the members of the Company Board but in no event less than eight hours) of any meeting of the Company Board at which the Company Board is reasonably expected to consider a Superior Proposal or to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to ParentMerger Agreement.

Notices; Additional Negotiations. The Company Each party shall promptly immediately advise Parent the other party orally, with written confirmation to follow promptly (and in any event within one business day)promptly, of any Acquisition Proposal or any request for nonpublic informationinformation in connection with any Acquisition Proposal, or of any inquiry with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Company Neither party shall not provide any information to or participate in discussions or negotiations with (except for discussions as to the existence of these provisions) the person or entity making any Acquisition Proposal which constitutes a Superior Proposal or which could reasonably be expected to result in a Superior Proposal until two business days after the Company such party has first notified Parent the other party of such Acquisition Proposal as required by the preceding sentence. The Company party receiving an Acquisition Proposal shall (i) orally and in writing within 24 hours of receipt thereof, keep Parent the other party fully informed, on a current basis, informed of the status and details (including any change to the terms) material terms of any such Acquisition Proposal Proposal, request or inquiry (including notifying the other party orally and in writing of the identity of the person making such Acquisition Proposal, request or inquiry, and of any material change to the terms of such Acquisition Proposal) and (ii) provide if the other party to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material (A) sent or provided to the Company from any third party in connection with any Acquisition Proposal (other than confidential due diligence materials regarding such third party sent to the Company by such third party in connection with an Acquisition Proposal) or (B) sent or provided by the Company to any third party in connection with any Superior Proposal, and (iii) if Parent this Agreement shall make a counterproposalcompeting proposal, consider and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counterproposalcompeting proposal. Contemporaneously with providing any information to a third party in connection with any such Superior Proposal or inquiryAcquisition Proposal, the Company party receiving such Acquisition Proposal shall furnish a copy of such information to Parent the other party to the extent that such copy has not previously been provided to Parentthe other party. In addition to the foregoing, Larscom or VINA shall (A) provide the Company shall provide Parent other party with at least 24 hours prior notice (or such lesser prior notice as provided to the members of the Company Larscom Board or to the members of the VINA Board but in no event less than eight hours) of any meeting of the Company Larscom Board or the VINA Board at which the Company Larscom Board or the VINA Board is reasonably expected to consider an Acquisition Proposal which constitutes a Superior Proposal or which could reasonably be expected to result in a Superior Proposal and (B) provide the other party with at least two business days prior written notice of a meeting of the Larscom Board or the VINA Board at which the Larscom Board or the VINA Board is reasonably expected to recommend a Superior Proposal to its stockholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal to the extent that such copy has not previously been provided to Parentthe other party.