Common use of Notification of Unsolicited Acquisition Proposals Clause in Contracts

Notification of Unsolicited Acquisition Proposals. (i) Within the greater of twenty-four (24) hours or one business day of (x) the receipt of any Acquisition Proposal (y) any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for product, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide 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 to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry.

Notification of Unsolicited Acquisition Proposals. (i) Within the greater of twenty-four (24) hours or one business day of (x) the receipt of any Acquisition Proposal or (y) any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that it is considering an Acquisition Proposal or (2) under circumstances where it would be reasonably expected that the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for productProposal, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall Table of Contents provide 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 to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition ProposalProposal and other than any materials previously provided to Parent), request or inquiry and a description of the material oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep Parent informed on a current basis of the material developments with respect to such Acquisition Proposal, request or inquiry and shall promptly (but in any event within the greater of twenty-four (24) hours or one (1) business day), provide Parent a copy of all written materials subsequently provided to or from the Company in connection with such Acquisition Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal and other than any materials previously provided to Parent and except as described in clauses (x) and (y) of Section 5.3(c)(i)), request or inquiry and a description of the material oral terms of such Acquisition Proposal, request or inquiry.

Notification of Unsolicited Acquisition Proposals. The Company shall promptly (iwithin 24 hours) Within notify Parent after receipt by the greater Company (or any of twenty-four (24its officers, directors, employees, agents or advisors or other representatives) hours or one business day of (x) the receipt of any Acquisition Competing Transaction Proposal (y) or any request for nonpublic information or inquiry (1) from any Person that has informed the Company (either directly or indirectly) that which it is considering an Acquisition reasonably believes could be expected to lead to a Competing Transaction Proposal or (2) under circumstances where it would be reasonably expected that the non-public information being requested would be used for purposes of making an Acquisition Proposal (it being understood that this clause (2) shall not apply to requests for product, sales or marketing information marking information from bona fide customers and strategic partners in the context of sales and marketing activities (whether current or prospective). The Company shall provide Parent with oral to Parent, orally and written notice of in writing, the material terms and conditions of any such Acquisition Competing Transaction Proposal, or such request or inquiry, inquiry and the identity of the Person or group person making any such Acquisition Proposalthe same, request or inquiry and a copy of all written materials provided to or from the Company or its Subsidiaries in connection with any such Acquisition Competing Transaction Proposal (other than reverse diligence materials from the Person making the Acquisition Proposal), request or inquiry and a description of the oral terms of such Acquisition Proposal, request or inquiry. The Company shall, as promptly as practicable, keep shall notify Parent informed on a current basis (within 24 hours) orally and in writing of any material modifications to the financial or other material developments with respect to terms of such Acquisition Proposal, request Competing Transaction Proposal or inquiry and shall promptly (but in any event provide to Parent, within the greater of twenty-four (24) hours or one (1) business day)same timeframe, provide Parent a copy of all written materials subsequently provided to or from by the Company or any Subsidiary in connection with any such Acquisition Proposal (other than reverse diligence materials from Competing Transaction Proposal. Prior to the Person making Company furnishing information with respect to the Acquisition Proposal and except Company, as described in clauses (x) and (y) of permitted by Section 5.3(c)(i)5.3(a), request to any person making such a Competing Transaction Proposal, the Company shall enter into a confidentiality agreement with such person the terms of which with respect to the protection of confidential information are substantially equivalent to or inquiry and a description more protective of the oral terms Company than the Confidentiality Agreement (as defined below), provided that all such information (to the extent such information has not been provided to Parent) is provided or made available to Parent at such time such information is made available to such person. The Company shall provide Parent with a correct and complete copy of such Acquisition Proposal, request or inquiryany confidentiality agreement entered into pursuant to this paragraph within 24 hours of the execution thereof.