Common use of Notification of Acquisition Proposals Clause in Contracts

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours) after any director or executive officer of the Company becomes aware that the Company (or any of its agents or representatives) has received (1) any Acquisition Proposal from any Person, (2) any request for nonpublic information or inquiry from any Person that would reasonably be expected to lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking to have discussions or negotiations with the Company relating to a possible Acquisition Proposal, the Company shall provide Parent with notice of such Acquisition Proposal, request or inquiry, including: (i) the material terms and conditions of such Acquisition Proposal, request or inquiry; (ii) the identity of the Person or group making any such Acquisition Proposal, request or inquiry; and (iii) a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreement.

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours) after any director or executive officer of If the Company becomes aware that the Company (or any of its agents Subsidiaries, or representatives) has received (1) its or their respective directors or executive officers, or, to the knowledge of the Company, any Acquisition Proposal from of their other respective Representatives, receives any Personinquiry, (2) any request for nonpublic information proposal or inquiry from any Person offer that would constitutes, or may reasonably be expected to constitute or lead to to, an Acquisition Proposal, or (3) an inquiry from any Person seeking request for copies of, access to, or disclosure of, confidential information relating to have discussions or negotiations with the Company or any of its Subsidiaries in connection with any proposal that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, including to information, access or disclosure relating to a possible Acquisition Proposalthe confidential information, properties, assets, facilities, books or records of the Company or any of its Subsidiaries, the Company shall provide Parent with notice promptly notify the Purchaser, at first orally and then within twenty-four (24) hours in writing, of such Acquisition Proposal, request or inquiry, including: (i) the proposal, offer or request, including a description of its material terms and conditions, and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, which notice shall include a copy of the Acquisition Proposal if made in writing to the Company or any of its Subsidiaries or Representatives (including any other documents containing material terms or conditions of such Acquisition Proposal) and all material written correspondence relating thereto, and a written description of any such material terms or conditions and material correspondence not provided or made in writing. The Company shall keep the Purchaser reasonably informed on a reasonably current basis of the status of discussions and negotiations (to the extent such discussions and negotiations are permitted by Section 5.3) with respect to such Acquisition Proposal, inquiry, proposal, offer or request, and any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal or offer, and shall promptly, and in any event within twenty four (24) hours, provide to the Purchaser copies of all written or electronic agreements or other documents containing terms or conditions of such Acquisition Proposal, request or inquiry; (ii) the identity of the Person or group making any such Acquisition Proposalall material written correspondence, request or inquiry; and (iii) a copy description of all written materials provided by material correspondence not in writing, relating to or on behalf of such Person or group in connection with such Acquisition Proposal, request inquiry, proposal, offer or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours) after any director or executive officer of If the Company becomes aware that the Company (or any of its agents Subsidiaries or representatives) has received (1) any Acquisition Proposal from of their respective Representatives receives or otherwise becomes aware of any Personinquiry, (2) any request for nonpublic information proposal or inquiry from any Person offer that would constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking request for copies of, access to, or disclosure of, confidential information relating to have discussions or negotiations with the Company relating to a possible Acquisition Proposalor any of its Subsidiaries, the Company (a) shall provide Parent with notice promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal, request or inquiry, including: proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Purchaser may request, and (ib) may contact the material Person making such Acquisition Proposal, inquiry, proposal, offer or request and its Representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, inquiry, proposal, offer or request so as to determine whether such Acquisition Proposal, inquiry, proposal, offer or inquiry; (ii) request is, or may reasonably be expected to constitute or lead to, a Superior Proposal. The Company shall keep the identity Purchaser fully informed on a current basis of the Person status of developments and (to the extent permitted by Section 5.3) negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or group making request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request or inquiry; and (iii) a copy shall provide to the Purchaser copies of all written materials provided material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence, sent or communicated by or on behalf to the Company in respect of such Person or group in connection with such Acquisition Proposal, request inquiry, proposal, offer or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As The Company shall notify Parent promptly as practicable (and in any event no later than 48 hourswithin two (2) business days) in writing after any director or executive officer of the Company becomes aware that receipt by the Company (or any its Representatives) of its agents or representatives) has received (1) any Acquisition Proposal, any inquiries or contacts that are reasonably likely to lead to an Acquisition Proposal from any Person, (2) or any request for nonpublic non-public information or inquiry from any Person that would access to the properties, books or records of the Company relating to or which could reasonably be expected to lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking to have discussions or negotiations with . Such notice shall be made in writing and shall indicate in reasonable detail the Company relating to a possible Acquisition Proposal, identity of the Company shall provide Parent with notice of such Acquisition Proposal, request or inquiry, including: (i) offeror and the material terms and conditions of such Acquisition Proposalproposal, request inquiry or inquiry; (ii) the identity of the Person or group making any such Acquisition Proposal, request or inquiry; and (iii) a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquirycontact. The Company shall notify Parent(i) continue to keep Parent informed, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made on a prompt basis (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposalwithin two (2) business days). The Company agrees that it shall keep Parent reasonably informed in all material respects , of the status and of any material developments (including any changes or adjustments made to or proposed to be made to the terms of any such Acquisition Proposal), request (ii) provide to Parent promptly (and in any event within two (2) business days) after receipt or inquiry delivery thereof copies of the Acquisition Proposal, letters and other written communications received by the Company from such offeror (including any negotiations contemplated by Section 5.3(camendments or supplements)) and ; provided that the Company shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with not be required to disclose its internal analyses relating to any such Acquisition Proposal, and (iii) provide to Parent a list of, and copies of, the due diligence information provided to the Person making such inquiry, contact, proposal, offer or request concurrently with delivery to such Person and immediately provide Parent with access to all due diligence information to which the Person making such inquiry, contact, proposal, offer or inquiry. Any notification request was provided access (except for any such information previously provided to Parent), in the case of clause (iii), subject to the right of the Company to withhold such portions of information relating to pricing or materials other matters that are highly sensitive if the exchange of such information, as reasonably determined by the Company’s outside legal counsel, would be reasonably likely to result in antitrust difficulties for the Company or in connection with the Merger, provided under this Section 5.3(bthat in accordance with the Clean Team Confidentiality Agreement, dated as of June 29, 2011 (the “Clean Team Agreement”), by and between Parent and the Company, the Permitted Representatives (as defined in the Clean Team Agreement) shall be subject provided access to the terms such sensitive information. The Company shall promptly provide to Parent reasonable advance written notice of any scheduled meeting of the Confidentiality AgreementCompany Board to consider whether an Acquisition Proposal is a Superior Proposal.

Notification of Acquisition Proposals. As promptly as practicable (and in any event no later than 48 hours) after any director or executive officer of If the Company becomes aware that the Company (or any of its agents Subsidiaries or representatives) has received (1) any Acquisition Proposal from of its or their respective Representatives, receives or otherwise becomes aware of any Personinquiry, (2) any request for nonpublic information proposal or inquiry from any Person offer that would constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking request for copies of, access to, or disclosure of, confidential information relating to have discussions or negotiations with the Company or any of its Subsidiaries in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to a possible Acquisition Proposalthe properties, facilities, books or records of the Company or any of its Subsidiaries, the Company shall provide promptly notify the Parent with notice and the Purchaser, at first orally, and then as soon as practicable and in any event within twenty-four (24) hours in writing, of such Acquisition Proposal, request or inquiry, including: (i) the proposal, offer or request, including a description of its material terms and conditions conditions, the identity of all persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Parent and the Purchaser with copies of all material documents, material or correspondence or other material received in respect of, from or on behalf of any such persons and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as the Parent or inquiry; (ii) the identity Purchaser may reasonably request. The Company shall keep the Parent and the Purchaser fully informed on a current basis of the Person status of developments and, to the extent permitted by Section 5.3, discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or group request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Parent and the Purchaser copies of all material or correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such correspondence communicated to the Company by or on behalf of any person making any such Acquisition Proposal, request inquiry, proposal, offer or inquiry; and (iii) a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality Agreementrequest.

Notification of Acquisition Proposals. As promptly as practicable (and in If the Company or any event no later than 48 hours) after any director or executive officer of the Company becomes aware that the Company (Subsidiaries or any of its agents or representatives) has received (1) their respective Affiliates or Representatives receives or otherwise become aware of any Acquisition Proposal from any Personwritten or oral inquiry, (2) any request for nonpublic information proposal, expression or inquiry from any Person offer that would constitutes, contemplates or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (3) an inquiry from any Person seeking request for copies of, access to, or disclosure of, information relating to have discussions or negotiations with the Company relating or any Company Subsidiary in connection with any inquiry, proposal, expression or offer that constitutes or may reasonably be expected to a possible constitute or lead to an Acquisition Proposal, including information, access, or disclosure relating to any properties, facilities, books or records or other documents of the Company or any of the Company Subsidiaries, the Company: (a) may: (i) communicate with any Person solely for the purposes of clarifying the terms of any such inquiry, proposal, expression or offer made by such Person; (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making such inquiry, proposal, expression or offer that the Company Board has determined that such inquiry, proposal or offer does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal; (b) shall provide promptly notify Parent with notice and Parent’s Counsel, at first orally, and then within twenty-four (24) hours, in writing, of such Acquisition Proposal, request or inquiry, including: (i) the proposal, expression, offer or request, a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and un-redacted copies of all agreements, term sheets, proposals, letters of intent and similar documents (whether or not electronic) received in respect of, from or on behalf of any such Person; and (c) shall keep Parent promptly and reasonably informed on a current basis of the status, the terms of any material or substantive correspondence, discussions or negotiations and any other material developments and discussions relating to any Acquisition Proposal (including any financing commitments related thereto), inquiry, proposal, expression, offer or request (to the extent such discussions and negotiations are permitted by this Article 5), including any changes, modifications or other amendments to or relating to any such Acquisition Proposal, inquiry, proposal, expression, offer or request and promptly provide to Parent un-redacted copies of all agreements, term sheets, proposals, letters of intent and similar documents (including any other agreements, correspondence or inquiry; (ii) the identity materials that modify, amend or supplement any of the foregoing), if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such material documents and correspondence between the Company and its Representatives and the Person or group making any such Acquisition Proposal, inquiry, proposal, expression, offer or request or inquiry; and (iii) a copy of all written materials provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. The Company shall notify Parent, in writing, of any decision of its Board of Directors as to whether to initially enter into discussions or negotiations concerning any Acquisition Proposal or to initially provide nonpublic information or data to any Person concerning any Acquisition Proposal, which notice shall be given as promptly as practicable after the meeting of such Board of Directors at which such decision is made (and in any event no later than 24 hours after such determination was reached and 24 hours prior to initially entering into any discussions or negotiations or initially providing any nonpublic information or data to any Person concerning any Acquisition Proposal). The Company agrees that it shall keep Parent reasonably informed in all material respects of the status and material terms of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)) and shall promptly provide Parent a copy of all written materials subsequently provided to, by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry. Any notification or materials provided under this Section 5.3(b) shall be subject to the terms of the Confidentiality AgreementRepresentatives.