Common use of Notification to Parent Clause in Contracts

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. In the event that the The Company Board takes shall not take any of the actions under Section 5.04(a), above, or referred to in clauses (i) through (ivv) of Section 5.04(b), above, 6.04(b) unless the Company shall promptly (but in no event later than 48 hours) notify have delivered to Parent in writinga prior written notice advising Parent that it intends to take such action. The Company shall also notify the Parent promptly (but in no event later than 48 24 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 any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of their respective its Subsidiaries by any third party that informs party. In such notice, the Company, Opco LLC or any of their respective Subsidiaries that it is considering making or has made a Takeover Proposal. Such notice Company shall identify the third party making, and details provide a summary of the material terms and conditions of, any such Takeover Proposal, indication or request, including request and provide to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written and electronic material exchanged between the Company or any proposed financingof its Subsidiaries and any Person that describes any of the material terms or conditions of any Takeover Proposal. The Company shall keep the Parent fully reasonably informed, on a current prompt 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 and any of its Subsidiaries' Subsidiary’s 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 partyParent, copies of such information.

Notification to Parent. In Neither the event that Special Committee nor the Company Board takes shall take any of the actions under Section 5.04(a), above, or referred to in clauses (i) through (ivii) of Section 5.04(b), above, 5.03(b) unless the Company shall promptly (but in no event later than 48 hours) notify have delivered to Parent in writinga prior written notice advising Parent that it intends to take such action. The Company shall also notify the Parent promptly (but in no event later than 48 24 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 any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of their respective its Subsidiaries by any third party that informs party. In such notice, the Company, Opco LLC or any of their respective Subsidiaries that it is considering making or has made a Takeover Proposal. Such notice 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. 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 provide Parent with at least twenty-four (24) hours prior notice of any meeting of the Special Committee or the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Special Committee or the Company Board is reasonably expected to consider any Takeover Proposal. The Company shall promptly provide the Parent with a list of any non-public information concerning the Company’s or and any of its Subsidiaries' Subsidiary’s 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 partyParent, copies of such information.

Notification to Parent. In the event that the The Company Board takes shall not take any of the actions under Section 5.04(a), above, or referred to in clauses (i) through (iv) of Section 5.04(b), above, 6.2 unless the Company shall promptly (but in no event later than 48 hours) notify have delivered to Parent in writinga prior written notice advising Parent that it intends to take such action. The Company shall also notify the Parent promptly (but in no event later than 48 24 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 any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of their respective its Subsidiaries by any third party that informs party. In such notice, the Company, Opco LLC or any of their respective Subsidiaries that it is considering making or has made a Takeover Proposal. Such notice 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. 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 and any of its Subsidiaries' Subsidiary’s 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 partyParent, copies of such information.

Notification to Parent. In the event that the Company Board takes The Special Committee shall not take any of the actions under Section 5.04(a), above, or referred to in clauses (i) through (iv) of Section 5.04(b), above, 6.04(b) unless the Company shall promptly (but in no event later than 48 hours) notify have delivered to Parent in writinga prior written notice advising Parent that it intends to take such action. 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 Acquisition Proposal, any inquiry that could reasonably be expected to lead to a Takeover an Acquisition Proposal, any request for non-public information relating to the Company or Opco LLC for access to the business, properties, assets, books, or any records of their respective Subsidiaries the Company by any third party that informs party. In such notice, the Company, Opco LLC or any of their respective Subsidiaries that it is considering making or has made a Takeover Proposal. Such notice Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Acquisition 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 Acquisition 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 48 hours prior notice of any meeting of the Special Committee (or such lesser notice as is provided to the members of the Special Committee) at which the Special Committee is reasonably expected to consider any Acquisition Proposal. The Company shall promptly provide the Parent with a list of any material 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 partyParent, copies of such information.

Notification to Parent. In the event that the The Company Board takes shall not take any of the actions under Section 5.04(a), above, or referred to in clauses (i) through (iv) of Section 5.04(b), above, 5.04(d) unless the Company shall promptly (but in no event later than 48 hours) notify have delivered to Parent in writinga prior written notice advising Parent that it intends to take such action. The Company shall also notify the Parent promptly (but in no event later than 48 24 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 any of its Subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of their respective its Subsidiaries by any third party that informs party. In such notice, the Company, Opco LLC or any of their respective Subsidiaries that it is considering making or has made a Takeover Proposal. Such notice 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. 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 provide Parent with at least 48 hours’ prior notice of any meeting of the Company Board (or such lesser notice as is provided to the members of the Company Board) at which the Company Board is reasonably expected to consider any Takeover Proposal. The Company shall promptly provide the Parent with a list of any non-public information concerning the Company’s or and any of its Subsidiaries' Subsidiary’s 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 partyParent, copies of such information. For the avoidance of doubt, this Section 5.04(e) shall not apply to a Takeover Proposal that relates to any Excluded Party (for so long as such Person or group is an Excluded Party).