Notices to the Buyer. The Company, as promptly as practicable, shall notify the Buyer orally, with written confirmation to follow (but in any event within 24 hours of knowledge of the actual receipt of any Acquisition Proposal by any of the individuals listed on Section 6.1(c) of the Company Disclosure Schedule), of the Company’s receipt of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal and the identity of the person making any such Acquisition Proposal. The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Superior Proposal until after the Company has first notified the Buyer of such Acquisition Proposal as required by the preceding sentence. The Company shall (i) promptly notify the Buyer if it has begun to furnish non-public information to, or to participate in negotiations or substantive discussions with, a Person making any such Acquisition Proposal and shall promptly advise the Buyer orally, with written confirmation to follow promptly (and in any event within 24 hours of knowledge of the actual receipt of any material change in the terms of any such Acquisition Proposal by any of the individuals listed on Section 6.1(c) of the Company Disclosure Schedule), of any material change in the terms of any such Acquisition Proposal and (ii) if the Buyer shall make a counterproposal (including without limitation following delivery of a written notice to the Buyer pursuant to Section 6.1(b)), consider and cause its financial and legal advisors to consider the terms of such counterproposal.
Notices to the Buyer. The Company shall promptly (and in any event within one Business Day) advise the Buyer orally, with written confirmation to follow, of the Company’s receipt of any written Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal (including the material details relating to the financing thereof) and the identity of the person making any such Acquisition Proposal. Additionally, the Company shall, contemporaneously with furnishing any information to such party, provide copies of all such information to the Buyer, to the extent such information has not been previously provided to the Buyer.
Notices to the Buyer. In addition to the other obligations of the Company set forth in this Section 6.1, the Company shall promptly (and in any event within 24 hours) advise the Buyer, orally and in writing, after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company in respect of any Acquisition Proposal, and shall, in any such notice to the Buyer, indicate the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry or request), and thereafter shall keep the Buyer reasonably informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and the Company shall promptly (and in any event within 24 hours) provide the Buyer with copies of any additional written materials received that relate to such proposals, offers, inquiries or requests) and of the status of any such discussions or negotiations.
Notices to the Buyer. The Company shall promptly (within 24 hours) advise the Buyer orally, with written confirmation to follow promptly (and in any event within one Business Day), of receipt by the Company attaining Knowledge of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal, or of any inquiry with respect 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 non-public information to or participate in discussions with the person or entity making any Superior Proposal until after the Company has notified the Buyer of such Acquisition Proposal as required by Section 6.1(b) above. The Company shall keep the Buyer reasonably informed of the status, and any material change in the terms, of any such Acquisition Proposal or inquiry.
Notices to the Buyer. The Company shall promptly (and in no event later than one (1) Business Day after receipt) advise the Buyer orally, with written confirmation to follow, of the Company’s receipt of (i) any written Acquisition Proposal, (ii) any inquiry, indication of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, or (iii) any request for information which would reasonably be expected to lead to an Acquisition Proposal, as well as, in the event of any of the preceding clauses (i)-(iii), the material terms and conditions of any written or oral Acquisition Proposal, inquiry, indication of interest, proposal, offer or request for information and the identity of the Person making any such Acquisition Proposal, request, inquiry, indication of interest, proposal, offer or request for information. The Company shall provide Buyer with 48 hours prior notice (or such lesser prior notice as is provided to the members of the Company Board) of any meeting of the Company Board at which the Company Board could reasonably be expected to consider any Acquisition Proposal or any such inquiry, or to consider providing non-public information to any such Person. The Company shall promptly (and in no event later than one (1) Business Day after receipt) advise the Buyer orally, with written confirmation to follow, of any material amendments or modifications to any such Acquisition Proposal, inquiry, indication of interest, proposal, offer or request for information.
Notices to the Buyer. The Company promptly (and in any event within 24 hours) shall advise the Buyer orally and in writing of (i) any inquiries, proposals or offers that would reasonably be expected to lead to an Acquisition Proposal, (ii) any request for information relating to the Company or its Subsidiaries, other than requests for information not reasonably expected to be related or lead to an Acquisition Proposal, and (iii) any inquiry or request for discussion or negotiation regarding or that would reasonably be expected to result in an Acquisition Proposal, including in each case the identity of the person making any such Acquisition Proposal or indication or inquiry or offer or request and the material terms and conditions of any such Acquisition Proposal or indication or inquiry or offer. The Company shall keep the Buyer reasonably informed on a reasonably current basis of the status (including any material changes to the terms thereof) of any such discussions or negotiations regarding any such Acquisition Proposal or indication or inquiry or offer or any material developments relating thereto (the Company agreeing that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality agreement with any person subsequent to the date of this Agreement which prohibits the Company from providing such information to the Buyer). The Company agrees that neither it nor any of its Subsidiaries shall terminate, waive, amend, release or modify any provision of any existing standstill or confidentiality or similar agreement to which it or one of its Affiliates or Representatives is a party and that the Company and its Subsidiaries shall enforce the provisions of any such agreement, except to the extent, after consultation with outside counsel, the Company Board determines that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law.
Notices to the Buyer. The Company shall as promptly as reasonably practicable (but in any event within the lesser of one full Business Day and 48 hours) provide oral and written notice to the Buyer of receipt by the Company of any Acquisition Proposal, and the material terms and conditions of any such Acquisition Proposal and the identity of the person making any such Acquisition Proposal, and shall keep the Buyer reasonably informed of any material modifications or material developments with respect to such Acquisition Proposal, including without limitation, either copies of all written Acquisition Proposals, including draft agreements or term sheets, or summaries of the material terms thereof. Prior to taking any action permitted by Section 6.1(a) and following receipt of a confidentiality agreement executed by the Buyer, the Company shall promptly (but in any event at least one Business Day prior to taking such action) notify the Buyer in writing of any such action it proposes to take with respect to such Acquisition Proposal.
Notices to the Buyer. The Company shall promptly, and in all cases within 24 hours of its receipt, advise Buyer orally and in writing of (i) any Acquisition Proposal, (ii) any request for information that would reasonably be expected to lead to an Acquisition Proposal or (iii) any inquiry which would reasonably be expected to lead to an Acquisition Proposal, including the material terms and conditions of such Acquisition Proposal, request or inquiry and the identity of the Person or group making any such Acquisition Proposal, request or inquiry. The Company shall keep Buyer informed on a reasonably current basis of the status and material terms and conditions (including all material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry. In addition to the foregoing, the Company shall provide Buyer with at least 48 hours prior notice of a 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 an Acquisition Proposal.
Notices to the Buyer. The Company shall as promptly as practicable (but in any event within 24 hours) provide oral and written notice to the Buyer of receipt by the Company of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal and the identity of the person making any such Acquisition Proposal, and shall keep the Buyer reasonably informed (in any event within 24 hours) of any material modifications or material developments with respect to such Acquisition Proposal, including without limitation, either copies of all written Acquisition Proposals, including draft agreements or term sheets, or summaries of the material terms thereof. The Company agrees that it and its Subsidiaries will not enter into a confidentiality agreement with any person subsequent to the date of this Agreement in connection with any potential Acquisition Proposal.
Notices to the Buyer. The Company shall promptly (and in any event within one Business Day) advise the Buyer orally, with written confirmation to follow, of the Company’s receipt of any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal and, in the case of any Superior Proposal, the identity of the person making such Superior Proposal. The Company shall not provide any information to or participate in discussions or negotiations with the person or entity making any Acquisition Proposal until three (3) Business Days after the Company has first notified the Buyer of such Acquisition Proposal as required by the preceding sentence. The Company shall (i) keep the Buyer reasonably informed of the status and material details (including any material change to the terms) of any such Acquisition Proposal and (ii) provide to the Buyer as soon as practicable after receipt or delivery thereof copies of all material correspondence sent or provided to the Company from any third party in connection with any Acquisition Proposal or sent or provided by the Company to any third party in connection with any Superior Proposal. Contemporaneously with providing any non-public information to a third party in connection with any such Acquisition Proposal not previously provided to the Buyer, the Company shall furnish a copy of such information to the Buyer.
