Common use of Notification of Unsolicited Acquisition Proposals Clause in Contracts

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or bona fide inquiry which it reasonably believes would lead to an Acquisition Proposal with respect to itself, Parent or the Company, as applicable, shall provide to the other party oral and written notice of 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 and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The recipient of the Acquisition Proposal, request or inquiry shall provide the other party as promptly as practicable with oral and written notice setting forth all such information as is reasonably necessary to keep such party informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to the other party a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)

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Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or bona fide inquiry which it reasonably believes would could lead to an Acquisition Proposal with respect to itselfProposal, Parent and in any event within one (1) business day after the recipient has knowledge that it has received such Acquisition Proposal, request for information or the Companyinquiry, NPS or Enzon, as applicablethe case may be, shall provide to the other party hereto with oral and written notice of 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 and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The recipient of the Acquisition Proposal, request or inquiry shall provide keep the other party as promptly as practicable with oral and written notice setting forth all such information as is reasonably necessary to keep such party informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry (including any material modifications or amendments thereto, or any proposed modifications or amendments thereto), and shall promptly provide to the other party a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (NPS Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in any event within one business day) after receipt of any Acquisition Proposal by Company or its Representatives, or any material modification of or material amendment to any Acquisition Proposal or any request of Company or its Representatives for nonpublic information or bona fide inquiry which it that could reasonably believes would be expected to lead to an Acquisition Proposal with respect to itselfProposal, Parent or the Company, as applicable, Company shall provide to the other party Parent with oral and written notice of 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 and a copy of all written and electronic materials provided in connection with such Acquisition Proposal, request or inquiry. The recipient of the Acquisition Proposal, request or inquiry Company shall provide the other party Parent as promptly as practicable with (but in any event within one business day) oral and written notice setting forth all such information as is reasonably necessary to keep such party Parent informed in all material respects of the status and details (including material all amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly (but in any event within one business day) provide to the other party Parent a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sonic Solutions/Ca/), Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Divx Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or bona fide inquiry which it reasonably believes would lead to an Acquisition Proposal with respect to itselfProposal, Parent or the Company, as applicablethe case may be, shall provide to the other party with oral and written notice of 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 and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The recipient of the such Acquisition Proposal, request or inquiry inquiry, shall provide the other party hereto as promptly as practicable with oral and written notice setting forth all such information as is reasonably necessary to keep such the other party hereto informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to the other party hereto a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization, Agreement and Plan of Reorganization (Brocade Communications Systems Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or bona fide inquiry which it that could reasonably believes would be expected to lead to an Acquisition Proposal with respect to itselfProposal, Parent or the Company, as applicable, Company shall provide to the other party oral and written Parent with notice of 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 and 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 recipient Upon receipt of the an Acquisition Proposal, request or inquiry inquiry, the Company shall promptly provide the other party as promptly as practicable Parent with oral and written notice notification setting forth all such information as is reasonably necessary to keep such party Parent currently informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry (including any negotiations contemplated by Section 5.3(c)(ii)) and shall promptly provide to the other party 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Storage Technology Corp), Agreement and Plan of Merger (Sun Microsystems, Inc.)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or bona fide inquiry which that it reasonably believes would lead to an Acquisition Proposal with respect to itselfProposal, Parent or the Company, as applicable, Company shall provide to the other party Parent with oral and written notice of 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 and 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 recipient Upon receipt of the an Acquisition Proposal, request or inquiry inquiry, the Company shall provide the other party Parent as promptly as practicable with oral and written notice setting forth all such information as is reasonably necessary to keep such party Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to the other party Parent a copy of all written materials subsequently provided by or on behalf of such Person or group in connection with such Acquisition Proposal, request or inquiry.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tarantella Inc)

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Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable (but in any event within one business day) after receipt of any Acquisition Proposal or any request for nonpublic information or bona fide inquiry which it reasonably believes would could lead to an Acquisition Proposal with respect to itselfProposal, Parent Western Multiplex or the CompanyProxim, as applicablethe case may be, shall provide to the other party oral and hereto with written notice of 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 and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The recipient of the Acquisition Proposal, request or inquiry shall provide keep the other party hereto informed as promptly as practicable with oral and written notice setting forth all such information as is reasonably necessary to keep such party informed in all material respects of the status and details (including material all amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and any discussions or negotiations it is having with the party making the Acquisition Proposal, request or inquiry, and shall promptly provide to the other party hereto a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Western Multiplex Corp)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any (i) Acquisition Proposal; (ii) request for nonpublic information; or (iii) inquiry from a third party regarding the making of an Acquisition Proposal, or regarding whether the Company would be amenable to the making of an Acquisition Proposal or any request for nonpublic information or bona fide inquiry as to the manner in which it reasonably believes would lead to such third party could proceed with the making of an Acquisition Proposal with respect to itselfProposal, Parent or the Company, as applicable, Company shall provide to the other party Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person person or group making any such Acquisition Proposal, request or inquiry and a copy of all such written materials provided in connection with such Acquisition ProposalProposals, request requests or inquiryinquiries. The recipient of the Acquisition Proposal, request or inquiry Company shall (x) provide the other party Parent as promptly as practicable with oral and written notice setting forth all such information as is reasonably necessary to keep such party informed in all material respects reasonable details of the status and details (including any material amendments or proposed material amendments) amendments of any such Acquisition Proposal, request or inquiry and shall promptly provide to the other party Parent a copy of all written materials subsequently provided by the Company to such third party in connection with such Acquisition Proposal, request or inquiry, and (y) keep Parent informed, on a current basis, of all material developments with respect to the status of any negotiations or related discussions in connection with such Acquisition Proposal.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Speechworks International Inc)

Notification of Unsolicited Acquisition Proposals. (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or bona fide inquiry which it reasonably believes would lead to an Acquisition Proposal with respect to itselfProposal, Parent HP or the CompanyCompaq, as applicablethe case may be, shall provide to the other party hereto with oral and written notice of 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 and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The recipient of the Acquisition Proposal, request or inquiry shall provide the other party hereto as promptly as practicable with oral and written notice setting forth all such information as is reasonably necessary to keep such the other party informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to the other party hereto a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Compaq Computer Corp)

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