Common use of Notification by the Company Clause in Contracts

Notification by the Company. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article VIII and (2) Effective Time, the Company will give prompt notice to Parent: (i) of any notice or other communication received by the Company from any Governmental Authority in connection with the Merger or from any Person alleging that the consent of such Person is or may be required in connection with the Merger if the subject matter of such communication or the failure of the Company to obtain such consent could be material to the Company, the Surviving Corporation or Parent; (ii) of any Legal Proceedings commenced or, to the Knowledge of the Company, threatened in writing against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries that relate to the Merger; and (iii)(x) of any change, condition or event (including any renewal, termination, or amendment of, or any proposed modification to, any Material Contract) that to the Company’s Knowledge would render or would reasonably be expected to render any representation or warranty made by it in this Agreement untrue or inaccurate in any material respect, or (y) of any failure or reasonably anticipated failure by the Company to comply with or satisfy in any respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the Merger set forth in Article VII to fail to be satisfied at the Closing (provided, however, that the Company’s unintentional failure to give any notice under Section 6.13(a)(iii) shall not be deemed a breach for purposes of the condition set forth in Section 7.2(b)). No such notification will affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the Merger or the remedies available to the Parties under this Agreement. The terms and conditions of the Confidentiality Agreement apply to any information provided to Parent pursuant to this Section 6.13(a).

Notification by the Company. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article VIII and (2) Effective Time, the Company will give prompt notice to Parent: (i) of any notice or other communication received by the Company from any Governmental Authority in connection with the Merger or from any Person alleging Parent upon becoming aware that the consent of such Person is or may be required in connection with the Merger if the subject matter of such communication or the failure of the Company to obtain such consent could be material to the Company, the Surviving Corporation or Parent; (ii) of any Legal Proceedings commenced or, to the Knowledge of the Company, threatened in writing against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries that relate to the Merger; and (iii)(x) of any change, condition or event (including any renewal, termination, or amendment of, or any proposed modification to, any Material Contract) that to the Company’s Knowledge would render or would reasonably be expected to render any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or (y) of any failure or reasonably anticipated failure by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy inaccuracy, or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the Merger set forth in Article VII Section 7.2(a) or Section 7.2(b) or clause (c) of Exhibit A to fail to be satisfied at the Closing (provided, however, that the Company’s unintentional failure to give any notice under Section 6.13(a)(iii) shall not be deemed a breach for purposes of the condition set forth in Section 7.2(b))Closing. No such notification will affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the Merger or the remedies available to the Parties under this Agreement; provided that the failure to notify Parent pursuant to this Section 6.12(a) shall not constitute a breach of covenant in any material respect for purposes of clause (c) of Exhibit A or give rise to any right of termination under Article VIII. The terms and conditions of the Confidentiality Agreement apply to any information provided to Parent pursuant to this Section 6.13(a6.12(a).

Notification by the Company. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article ‎Article VIII and (2) the Effective Time, the Company will give prompt notice to Parent: (i) of any notice or other communication received by the Company from any Governmental Authority in connection with the Merger or from any Person alleging Parent upon becoming aware that the consent of such Person is or may be required in connection with the Merger if the subject matter of such communication or the failure of the Company to obtain such consent could be material to the Company, the Surviving Corporation or Parent; (ii) of any Legal Proceedings commenced or, to the Knowledge of the Company, threatened in writing against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries that relate to the Merger; and (iii)(x) of any change, condition or event (including any renewal, termination, or amendment of, or any proposed modification to, any Material Contract) that to the Company’s Knowledge would render or would reasonably be expected to render any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or (y) of any failure or reasonably anticipated failure by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy inaccuracy, or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the Merger set forth in Article VII Section ‎7.2(a) or Section ‎7.2(b) to fail to be satisfied at the Closing (providedClosing, however, except that the Company’s unintentional failure to give any notice under Section 6.13(a)(iii) shall not be deemed a breach for purposes of the condition set forth in Section 7.2(b)). No no such notification will affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement Agreement, the Company Disclosure Letter or the conditions to the obligations of Parent and Merger Sub to consummate the Merger or the remedies available to the Parties under this Agreement; provided that the Company’s failure to comply with this Section ‎6.13(a) shall not constitute a breach of this Section ‎6.13(a), and shall not provide the Parent and Merger Sub the right not to effect, or the right to terminate, the transactions contemplated by this Agreement, except to the extent that any other provision of this Agreement independently provides such right. The terms and conditions of the Confidentiality Agreement apply to any information provided to Parent pursuant to this Section 6.13(a‎6.13(a).

Notification by the Company. At all times during the period commencing with the execution and delivery The Company shall promptly as reasonably practicable notify Parent in writing of this Agreement and continuing until the earlier to occur each of the (1) termination following events if such event occurs, or of this Agreement pursuant to Article VIII and (2) Effective Time, which the Company will give prompt notice gains knowledge, after the date hereof and prior to Parentthe Closing Date: (i) of any bona fide written notice or other written communication received by the Company from any Governmental Authority in connection with the Merger or its Subsidiaries from any Person alleging that the consent of such Person is or may be required in connection with the Merger if the subject matter of such communication or the failure of the Company to obtain such consent could be material to the Company, the Surviving Corporation or Parenttransactions contemplated by this Agreement; (ii) of unless such notice is separately required under Section 5.6, any Legal Proceedings commenced or, to the Knowledge of the Company, threatened in writing against, relating to written notice or involving or otherwise affecting other written communication received by the Company or any of its Subsidiaries that relate from any Governmental Entity in connection with the transactions contemplated by this Agreement (to the Mergerextent notification thereof to Parent is not prohibited by such Governmental Entity); and (iii)(xiii) any Proceeding commenced that, if pending on the date of any changethis Agreement, condition would have been required to have been disclosed pursuant to Section 3.11 or event (including any renewal, termination, or amendment of, or any proposed modification to, any Material Contract) that to the Company’s Knowledge would render or would could reasonably be expected to render any representation or warranty made by it result in this Agreement untrue or inaccurate in any material respect, or (y) of any the failure or reasonably anticipated failure by the Company to comply with or satisfy in any respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the Merger set forth in Article VII to fail to be satisfied at the Closing (provided, however, that the Company’s unintentional failure to give any notice under Section 6.13(a)(iii) shall not be deemed a breach for purposes of the condition set forth in Section 7.2(b6.3(a) to be satisfied; or (iv) the failure of any representation or warranty of the Company contained in this Agreement to be true or accurate in any material respects at or prior to the Closing that would give rise to the failure to satisfy the conditions set forth in Section 6.1 or Section 6.3(a)). No ; provided that such notification will written notice shall not affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement ARTICLE III or the conditions to the obligations of Parent and Merger Sub to consummate the Merger or the remedies available to the Parties under this Agreement. The terms and conditions of the Confidentiality Agreement apply to any information provided to Parent pursuant to this Section 6.13(a)Company Disclosure Schedule.