Common use of Notification of Acquisition Proposals Clause in Contracts

Notification of Acquisition Proposals. The Company shall promptly notify Parent if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the Company or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, in each case, in connection with an Acquisition Proposal (an "Acquisition Proposal Interest"), which notice shall identify the name of the Person indicating such Acquisition Proposal Interest and, to the extent then known, the material terms and conditions of any Acquisition Proposal. As used in this Agreement, "Acquisition Proposal" means (a) any tender or exchange offer involving the Company, (b) any proposal for a merger, consolidation or other business combination involving the Company, (c) any proposal or offer to acquire in any manner any equity or voting debt securities of the Company which, if consummated, would result in any Person acquiring "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act) of securities representing 10% or more of the outstanding combined voting power of the Company, (d) any proposal or offer to acquire in any manner 10% or more of the Company's consolidated assets (including shares of capital stock of the Company Subsidiaries), (e) any proposal or offer with respect to any recapitalization or restructuring with respect to the Company or (f) any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to the Company, other than the Transactions.

Notification of Acquisition Proposals. The Company ------------------------------------- shall promptly notify Parent if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the Company or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, in each case, in connection with an Acquisition Proposal (an "Acquisition Proposal Interest"), which notice ----------------------------- shall identify the name of the Person indicating such Acquisition Proposal Interest and, to the extent then known, the material terms and conditions of any Acquisition Proposal. As used in this Agreement, "Acquisition Proposal" -------------------- means (a) any tender or exchange offer involving the Company, (b) any proposal for a merger, consolidation or other business combination involving the Company, (c) any proposal or offer to acquire in any manner any equity or voting debt securities of the Company which, if consummated, would result in any Person acquiring "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act) of securities representing 10% or more of the outstanding combined voting power of the Company, (d) any proposal or offer to acquire in any manner 10% or more of the Company's consolidated assets (including shares of capital stock of the Company Subsidiaries), (e) any proposal or offer with respect to any recapitalization or restructuring with respect to the Company or (f) any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to the Company, other than the Transactions.

Notification of Acquisition Proposals. The Company shall ------------------------------------- promptly notify Parent if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the Company or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, in each case, in connection with an Acquisition Proposal (an "Acquisition Proposal Interest"), which notice ----------------------------- shall identify the name of the Person indicating such Acquisition Proposal Interest and, to the extent then known, the material terms and conditions of any Acquisition Proposal. As used in this Agreement, "Acquisition Proposal" means -------------------- (a) any tender or exchange offer involving the Company, (b) any proposal for a merger, consolidation or other business combination involving the Company, (c) any proposal or offer to acquire in any manner any equity or voting debt securities of the Company which, if consummated, would result in any Person acquiring "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act) of securities representing 10% or more of the outstanding combined voting power of the Company, (d) any proposal or offer to acquire in any manner 10% or more of the Company's consolidated assets (including shares of capital stock of the Company Subsidiaries), (e) any proposal or offer with respect to any recapitalization or restructuring with respect to the Company or (f) any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to the Company, other than the Transactions.

Notification of Acquisition Proposals. The Company shall promptly notify Parent if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the Company or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, in each case, in connection with an Acquisition Proposal (an "Acquisition Proposal Interest"), which notice shall identify the name of the Person indicating such Acquisition Proposal Interest and, to the extent then known, the material terms and conditions of any Acquisition Proposal. As used in this Agreement, "Acquisition Proposal" means (a) any tender or exchange offer involving the Company, (b) any proposal for a merger, consolidation or other business combination involving the Company, (c) any proposal or offer to acquire in any manner any equity or voting debt securities of the Company which, if consummated, would result in any 37 Person acquiring "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act) of securities representing 10% or more of the outstanding combined voting power of the Company, (d) any proposal or offer to acquire in any manner 10% or more of the Company's consolidated assets (including shares of capital stock of the Company Subsidiaries), (e) any proposal or offer with respect to any recapitalization or restructuring with respect to the Company or (f) any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to the Company, other than the Transactions.