Notification to Parent. In the event that the Company Board takes any of the actions under Section 5.04(a), above, or referred to in clauses (i) through (iv) of Section 5.04(b), above, the Company shall promptly (but in no event later than 48 hours) notify Parent in writing. The Company shall also notify the Parent promptly (but in no event later than 48 hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or Opco LLC or any of their respective Subsidiaries by any third party that informs the Company, Opco LLC or any of their respective Subsidiaries that it is considering making or has made a Takeover Proposal. Such notice shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. The Company shall keep the Parent fully informed, on a current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall promptly provide the Parent with a list of any non-public information concerning the Company’s or any of its Subsidiaries' business, present or future performance, financial condition, or results of operations, provided to any third party, and, to the extent such information has not been previously provided to the other party, copies of such information.
Notification to Parent. The Company Board, on the one hand, and the Parent Board, on the other hand, shall not take any of the actions referred to in clauses (i) through (iv) of Section 5.04(b) unless such party shall have delivered to the other party a prior written notice advising the other party that it intends to take such action. The Company, on the one hand, and Parent, on the other hand, shall notify the other party promptly (but in no event later than 24 hours) after it obtains Knowledge of the receipt by such party (or any of its Representatives) of any Takeover Proposal, any inquiry that could reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to such party or any of its Subsidiaries or for access to the business, properties, assets, books, or records of such party or any of its Subsidiaries by any third party. In such notice, such party shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. Such party shall keep the other party fully informed, on a current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. Such party shall provide the other party with at least 48 hours prior notice of any meeting of its board of directors, or any committee thereof (or such lesser notice as is provided to the members of such party’s board of directors or committee thereof) at which such party’s board of directors, or any committee thereof, is reasonably expected to consider any Takeover Proposal.
Notification to Parent. In addition to the other obligations of the Company set forth in this Section 5.2, as promptly as practicable (and in any event within twenty-four (24) hours) after receipt of any Alternative Transaction Proposal, or any inquiry or request for information from, or for the initiation of negotiations with, the Company or its Representatives concerning an Alternative Transaction Proposal, the Company shall provide Parent with written notice of such Alternative Transaction Proposal, inquiry or request. The Company’s notice shall include a written summary of the material terms and conditions of such Alternative Transaction Proposal, inquiry or request (including, in the case of any written Alternative Transaction Proposal, inquiry or request, a true, correct and complete copy thereof, including copies of any written proposed agreements) and the identity of the Person or group of Persons making such Alternative Transaction Proposal, inquiry or request. In addition, the Company shall provide Parent as promptly as practicable (and in any event within twenty-four (24) hours) with (i) all information as is necessary to keep Parent reasonably informed of all material oral or written communications regarding, and the status of, any A-43 such Alternative Transaction Proposal (including any amendments thereto), inquiries or requests, including any changes in the Company’s intentions as previously notified (including by providing copies of any additional materials relating thereto) and (ii) all material non-public information concerning the Company or any of its Subsidiaries that is made available to the Person or group of Persons making such Alternative Transaction Proposal (or any of their advisors or other representatives) which was not previously made available to Parent and Merger Sub. It is understood and agreed that the Company’s obligations under this Section 5.2(c) shall be limited by the information available to the Company in respect of such Alternative Transaction Proposal.
Notification to Parent. If Clause 11.2 (Cost of funds) applies, the Agent shall, as soon as is practicable, notify the Parent. 12. FEES 12.1 Commitment fee (a) In relation to Tranche A the Borrowers shall pay to the Agent (for the account of each Lender) a commitment fee in USD computed at the rate of forty per cent. (40%) of the Applicable Margin per annum on that Xxxxxx’s Available Commitment for the period from and including 16 August until the expiry of the Availability Period.
Notification to Parent. In addition to the other obligations of the Company set forth in this Section 5.2, promptly (and in any event within twenty-four (24) hours) after (i) receipt of any Alternative Transaction Proposal, (ii) any inquiry or request for information from, or for the initiation of discussions or negotiations with, the Company or its Representatives concerning, or that could reasonably be expected to lead to, an Alternative Transaction Proposal, or (iii) any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries by any third party who has made or communicated to the Company that it intends to make an Alternative Transaction Proposal, the Company shall provide Parent with written notice of such Alternative Transaction Proposal, inquiry or request. The Company’s notice shall include a written summary of the material terms and conditions of such Alternative Transaction Proposal, inquiry or request (including, in the case of any written Alternative Transaction Proposal, inquiry or request, a true, correct and complete copy thereof, including copies of any written proposed agreements) and the identity of the Person or group of Persons making such Alternative Transaction Proposal, inquiry or request. In addition, the Company shall keep Parent reasonably informed on a current basis (and in any event within twenty-four (24) hours) of any changes to the status and material terms of (and any material communications with respect to) any such Alternative Transaction Proposal, inquiries or requests (and true, correct and complete copies of any amended or modified written Alternative Transaction Proposal, inquiry or request, including modified written proposed agreements), including any changes in the Company’s intentions as previously notified. The Company shall promptly provide Parent with copies of all material non-public information concerning the Company or any of its Subsidiaries that is made available to the Person or group of Persons making such Alternative Transaction Proposal (or any of their advisors or other representatives) which was not previously made available to Parent and Merger Sub (and in any event within twenty-four (24) hours of making such information available to such Person or group of Persons).
Notification to Parent. The Company shall notify Parent promptly (but in no event later than forty-eight (48) hours) after it (or any of its Representatives) receives any Takeover Proposal or any inquiry that could reasonably be expected to lead to a Takeover Proposal. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing with respect thereto. The Company shall keep Parent fully informed on a reasonably current basis of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall provide Parent with at least forty-eight (48) hours prior notice of any meeting of the Company Board or the Special Committee, as applicable, (or such lesser notice as is provided to the members of the Company Board) at which the Company Board or the Special Committee, as applicable, is reasonably expected to consider any Takeover Proposal.
Notification to Parent. The Company shall promptly (and in any event within forty-eight (48) hours) notify Parent in writing of the Company’s or its Representatives’ receipt of any Takeover Proposal or any offers, proposals, inquiries or request that could reasonably be expected to lead to a Takeover Proposal. Such notice shall indicate the identity of the Person making the Takeover Proposal, offer, proposal, inquiry or request, and the terms and conditions of any such Takeover Proposal, including copies of all written Takeover Proposals, offer letters, proposed agreements and copies of any similar documents or agreements relating to such inquiry proposal or offer, in each case to the extent received by the Company or its Representatives, or, if a Takeover Proposal is not in writing, a reasonably detailed written description of the material terms and conditions thereof (including, to the extent known to the Company, the form and amount of consideration and proposed financing arrangements and conditionality). The Company shall keep Parent reasonably informed on timely basis of the status and material terms (including any material amendments or proposed amendments to such terms) of any such Takeover Proposal and promptly (and in any event within forty-eight (48) hours) provide to Parent copies of all written Takeover Proposals and proposed agreements and copies of any similar documents or agreements relating to such inquiry proposal or offer relating to a Takeover Proposal, in each case to the extent received by the Company or its Representatives, or, if such communication is not in writing, a reasonably detailed written description of the material contents thereof.
Notification to Parent. The Company shall promptly (but in no event later than 48 hours after it obtains Knowledge of the relevant information) notify Parent in writing of the receipt by the Company (or any of its Representatives) of any Takeover Proposal or any inquiry that could reasonably be expected to lead to a Takeover Proposal or inquiry. In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal or inquiry, including any proposed financing and any changes or material updates to such Takeover Proposal and attach a copy of any such written Takeover Proposal. The Company shall keep Parent reasonably informed of any material developments, discussions or negotiations regarding any Takeover Proposal or any such inquiry proposal or offer on a reasonably prompt basis and reasonably inform Parent of the status (including by notifying Parent in writing of any material change to the terms thereof within 48 hours of receipt thereof by the Company) of any Takeover Proposal or any such inquiry, proposal, or offer, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof.
Notification to Parent. The Company Board shall not take any of the actions referred to in clauses (i) through (iii) of Section 6.04(b) unless the Company shall have delivered to Parent a prior written notice, at least two (2) Business Days in advance, advising Parent that it intends to take such action. The Company shall notify Parent promptly (and in any event within 24 hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, or of any inquiry or proposal that could reasonably be expected to lead to a Takeover Proposal. In such notice, the Company shall identify the third party making and provide a summary of the material terms and conditions of, any such Takeover Proposal, indication or request, including any proposed financing. The Company shall keep Parent fully informed, on a current basis (and in any event within 24 hours of such status, developments, discussions, negotiations and updates to material terms), of the status, developments, discussions, negotiations and updates to material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof. The Company shall provide Parent with prior notice of any meeting of the Company Board at which the Company Board is reasonably expected to consider any Takeover Proposal.
Notification to Parent. If Clause 10.2 (Market Disruption) applies the Facility Agent shall, as soon as is practicable, notify the Parent.
