Common use of Board Recommendations Clause in Contracts

Board Recommendations. (a) In connection with the Offer, the Merger and the Shareholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to vote in favor of the approval of this Agreement and the Merger and use commercially reasonable efforts to obtain the necessary approvals by the Company Shareholders of this Agreement, (ii) otherwise comply with all legal requirements applicable to such meeting and (iii) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to tender their shares of Company Common Stock pursuant to the Offer. (b) Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 5.5(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify the approval or recommendation of such Board of Directors or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend any transaction involving an Acquisition Proposal from a third party (an “Alternative Transaction”), or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (other than a confidentiality agreement in compliance with the provisions of Section 5.9(b)) (each, an “Acquisition Agreement”) related to any Alternative Transaction. Notwithstanding the foregoing, if prior to the Appointment Time, the Board of Directors of the Company determines in good faith, after it has received a Superior Proposal in compliance with Section 5.9(b) and after consultation with independent outside counsel that it is required to do so by its fiduciary duties to Company Shareholders under applicable Louisiana Law, the Board of Directors of the Company may (subject to this and the following sentences) inform the Company Shareholders that it no longer believes that the Offer or the Merger is advisable and no longer recommends approval (a “Subsequent Determination”), but only at a time that is after the third business day

Board Recommendations. (a) In connection with the Offer, the Merger and the ShareholdersStockholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b), recommend to the holders of the Company Common Stock Stockholders to vote in favor of the approval of this the Merger Agreement and the Merger and use all commercially reasonable efforts to obtain the necessary approvals by the Company Shareholders Stockholders of this Agreement, the Merger and the other transactions contemplated by this Agreement and (ii) otherwise comply with all the legal requirements applicable to such meeting and (iii) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to tender their shares of Company Common Stock pursuant to the Offermeeting. (b) Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 5.5(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify the approval or recommendation of such Board of Directors or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend recommend, or propose publicly to approve or recommend, any transaction involving Alternative Transaction (any action described in clause (i) above or in this clause (ii) being referred to as an Acquisition Proposal from a third party (an “Alternative Transaction”‘‘Adverse Recommendation Change’’), or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (other than a confidentiality agreement in compliance with the provisions of Section 5.9(b)) (each, an “‘‘Acquisition Agreement”’’) related to any transaction involving an Acquisition Proposal from a third party (an ‘‘Alternative Transaction’’). Notwithstanding the foregoing, if prior to the Appointment Timeadoption of this Agreement by the Company Stockholders, the Board of Directors of the Company determines in good faith, after it has received a Superior Proposal in compliance with this Section 5.9(b5.5(b) and after consultation with independent receipt of advice from outside counsel counsel, that it is required to do so by its to comply with fiduciary duties to the Company Shareholders Stockholders under applicable Louisiana Delaware Law, the Board of Directors of the Company may (subject to this and the following sentences) inform the Company Shareholders that it no longer believes that the Offer or the Merger is advisable and no longer recommends approval (a “Subsequent Determination”)make an Adverse Recommendation Change, but only at a time that is after the fourth business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal or an Acquisition Proposal that is reasonably likely to be a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal or Acquisition Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the person making such Superior Proposal and state that the Board of Directors of the Company is considering making an Adverse Recommendation Change. During such four business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation to the Company Stockholders without an Adverse Recommendation Change; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. For purposes of this Agreement, a ‘‘Superior Proposal’’ means any proposal (on its most recently amended or modified terms, if amended or modified) made by a third business dayparty to enter into an Alternative Transaction that the Board of Directors of the Company determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company Stockholders than the Merger, taking into account all relevant factors (including whether, in the good faith judgment of the Board of Directors of the Company, after obtaining the advice of such independent financial advisor, the third party is reasonably able to finance the transaction, and any proposed changes to this Agreement that may be proposed by Parent in response to such Alternative Transaction). Notwithstanding any such Adverse Recommendation Change, the Company shall submit this Agreement to the Company Stockholders, with such disclosures as shall be required by Law, and provided that in the event of an Adverse Recommendation Change permitted under this Section 5.5(b), the Company may submit this Agreement to the Company Stockholders without a recommendation or with a negative recommendation, in which event the Board of Directors of the Company may communicate the basis for its lack of recommendation or negative recommendation to the Company Stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. Nothing contained in this Agreement shall prohibit the Company or the Board of Directors of the Company from taking and disclosing to the Company Stockholders pursuant to Rule 14e-2 promulgated under the Exchange Act a position with respect to a tender or exchange offer by a third party or from making any similar disclosure, in either case to the extent required by applicable Law; provided, that the Company may not, except as provided by this Section 5.5(b), withdraw, qualify or modify, in a manner adverse to Parent, the approval or recommendation of such Board of Directors of the Merger or this Agreement

Board Recommendations. (a) In connection with the Offer, the Merger and the Shareholders’ ' Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b6.5(b), recommend to the holders of the Company Common Stock to vote in favor approve the Plan of the approval of Merger and this Agreement and the Merger and use commercially reasonable efforts to obtain the necessary approvals by the Company Shareholders of the Plan of Merger and this Agreement, Agreement and (ii) otherwise comply with all legal requirements applicable to such meeting and (iii) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to tender their shares of Company Common Stock pursuant to the Offermeeting. (b) Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 5.5(b6.5(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify modify, in a manner adverse to Parent or Sub, the approval or recommendation of such Board of Directors or such committee of the OfferCompany or any committee thereof of the Plan of Merger, the Merger this Agreement or any other transaction contemplated by this Agreement, (ii) approve or recommend recommend, or propose publicly to approve or recommend, any transaction involving an Acquisition Proposal (as hereinafter defined) from a third party (an “"Alternative Transaction”"), or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (other than a confidentiality agreement in compliance with the provisions of Section 5.9(b)) (each, an “"Acquisition Agreement”") related to any Alternative Transaction. Notwithstanding the foregoing, if prior to the Appointment Timeapproval of this Agreement and the Plan of Merger by the Company Shareholders, the Board of Directors of the Company determines in good faith, after it has received a Superior Proposal in compliance with Section 5.9(b) 6.9 and after consultation with and having taken into consideration advice from independent outside legal counsel that it is required with respect to do so by its fiduciary duties to the Company and the Company Shareholders under applicable Louisiana LawVirginia law, that such action is likely required for the Board of Directors of the Company to comply with its duties to the Company and the Company Shareholders under applicable Virginia law, the Board of Directors of the Company may (subject to this and the following sentences) inform the Company Shareholders that it no longer believes that the Offer or the Merger is advisable and that it no longer recommends approval of the Plan of Merger (a “"Subsequent Determination”)") and may enter into an Acquisition Agreement with respect to a Superior Proposal, but only at a time that is after the third fifth business day (or the second business day, in the case of a material amendment to a Superior Proposal) following Parent's receipt of written notice advising Parent that the Board of Directors of the Company is prepared to accept a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the Person making such Superior Proposal and state that the Board of Directors of the Company intends to make a Subsequent Determination. During such five business day period (or two business day period in the case of a material amendment), the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation to the Company Shareholders without a Subsequent Determination. For purposes of this Agreement, a "Superior Proposal" means any Acquisition Proposal (on its most recently amended or modified terms, if amended or modified) made by a third party to enter into an Alternative Transaction which the Board of Directors of the Company determines in its good faith business judgment (based on, among other things, the advice of an independent financial advisor) to be more favorable to the Company Shareholders than the Merger from a financial point of view (taking into account, among other things, whether, in the good faith business judgment of the Board of Directors of the Company, after obtaining the advice of such independent financial advisor, the third party is reasonably able to finance the transaction, and any proposed changes to this Agreement that may be proposed by Parent in response to such Alternative Transaction). (c) Nothing contained in this Section 6.5 shall prohibit the Company from taking and disclosing to the Company Shareholders a position contemplated by Rule 14(e)-2(a) promulgated under the Exchange Act or from making any disclosure to the Company Shareholders if, in the good faith business judgment of the Board of Directors of the Company, after consultation with independent outside legal counsel, failure so to disclose would be inconsistent with applicable Law; provided, however, neither the Company nor its Board of Directors nor any committee thereof shall, except as specifically permitted by Section 6.5(b), withdraw, qualify, or modify, or propose to withdraw, qualify or modify, its position with respect to the Plan of Merger or this Agreement or approve or recommend, or propose to approve or recommend an Alternative Transaction.

Board Recommendations. (a) In connection with the Offer, the Merger and the ShareholdersStockholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b), recommend to the holders of the Company Common Stock Stockholders to vote in favor of the approval of this the Merger Agreement and the Merger and use all commercially reasonable efforts to obtain the necessary approvals by the Company Shareholders Stockholders of this Agreement, the Merger and the other transactions contemplated by this Agreement and (ii) otherwise comply with all the legal requirements applicable to such meeting and (iii) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to tender their shares of Company Common Stock pursuant to the Offermeeting. (b) Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 5.5(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify the approval or recommendation of such Board of Directors or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend recommend, or propose publicly to approve or recommend, any transaction involving an Acquisition Proposal from a third party Alternative Transaction (any action described in clause (i) above or in this clause (ii) being referred to as an “Alternative TransactionAdverse Recommendation Change”), or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (other than a confidentiality agreement in compliance with the provisions of Section 5.9(b)) (each, an “Acquisition Agreement”) related to any transaction involving an Acquisition Proposal from a third party (an “Alternative Transaction”). Notwithstanding the foregoing, if prior to the Appointment Timeadoption of this Agreement by the Company Stockholders, the Board of Directors of the Company determines in good faith, after it has received a Superior Proposal in compliance with this Section 5.9(b5.5(b) and after consultation with independent receipt of advice from outside counsel counsel, that it is required to do so by its to comply with fiduciary duties to the Company Shareholders Stockholders under applicable Louisiana Delaware Law, the Board of Directors of the Company may (subject to this and the following sentences) inform the Company Shareholders that it no longer believes that the Offer or the Merger is advisable and no longer recommends approval (a “Subsequent Determination”)make an Adverse Recommendation Change, but only at a time that is after the fourth business day following Parent’s receipt of written notice advising Parent that the Board of Directors of the Company has received a Superior Proposal or an Acquisition Proposal that is reasonably likely to be a Superior Proposal. Such written notice shall specify the material terms and conditions of such Superior Proposal or Acquisition Proposal (and include a copy thereof with all accompanying documentation, if in writing), identify the person making such Superior Proposal and state that the Board of Directors of the Company is considering making an Adverse Recommendation Change. During such four business day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation to the Company Stockholders without an Adverse Recommendation Change; provided, however, that any such proposed adjustment shall be at the discretion of Parent at the time. For purposes of this Agreement, a “Superior Proposal” means any proposal (on its most recently amended or modified terms, if amended or modified) made by a third business dayparty to enter into an Alternative Transaction that the Board of Directors of the Company determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company Stockholders than the Merger, taking into account all relevant factors (including whether, in the good faith judgment of the Board of Directors of the Company, after obtaining the advice of such independent financial advisor, the third party is reasonably able to finance the transaction, and any proposed changes to this Agreement that may be proposed by Parent in response to such Alternative Transaction). Notwithstanding any such Adverse Recommendation Change, the Company shall submit this Agreement to the Company Stockholders, with such disclosures as shall be required by Law, and provided that in the event of an Adverse Recommendation Change permitted under this Section 5.5(b), the Company may submit this Agreement to the Company Stockholders without a recommendation or with a negative recommendation, in which event the Board of Directors of the Company may communicate the basis for its lack of recommendation or negative recommendation to the Company Stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. Nothing contained in this Agreement shall prohibit the Company or the Board of Directors of the Company from taking and disclosing to the Company Stockholders pursuant to Rule 14e-2 promulgated under the Exchange Act a position with respect to a tender or exchange offer by a third party or from making any similar disclosure, in either case to the extent required by applicable Law; provided, that the Company may not, except as provided by this Section 5.5(b), withdraw, qualify or modify, in a manner adverse to Parent, the approval or recommendation of such Board of Directors of the Merger or this Agreement.

Board Recommendations. (a) In connection with the Offer, the Merger and the Shareholders’ meeting of the Company Shareholders to consider the approval and adoption of this Agreement and the Merger (the "Shareholders Meeting"), the Board of Directors of the Company shall (i) subject to Section 5.5(b6.5(b), recommend to the holders of the Company Common Stock Shareholders to vote in favor of the approval of this Agreement and the Merger and use commercially its reasonable best efforts to obtain the necessary approvals by the Company Shareholders of this Agreement, Agreement and the Merger and (ii) otherwise comply with all legal requirements applicable to such meeting and (iii) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to tender their shares of Company Common Stock pursuant to the Offermeeting. (b) Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 5.5(b6.5(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify modify, in any manner adverse to Parent or Sub, the approval or recommendation of such Board of Directors or such committee of the Offer, the Merger or this Agreement or otherwise seek in any manner to abandon the Merger or this Agreement, (ii) approve endorse, approve, recommend or submit to the Company Shareholders, or propose publicly to endorse, approve, recommend or submit to the Company Shareholders, any transaction involving an a Competing Acquisition Proposal from a third party (an “Alternative Transaction”as defined below), or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement agreement, memorandum of understanding or other similar agreement (other than a confidentiality agreement in compliance with the provisions of Section 5.9(b)) or understanding (each, an “"Acquisition Agreement”") related to or with respect to any Alternative TransactionCompeting Acquisition Proposal. Notwithstanding the foregoing, if prior to the Appointment Time, Company has complied fully with this Section 6.5 and Section 6.9 and the Board of Directors of the Company determines in good faith, after it has received a Superior Proposal (as hereinafter defined) in compliance with Section 5.9(b) 6.9 and after consultation with taking into account advice from independent outside legal counsel that it is required with respect to do so by its fiduciary duties to Company Shareholders under applicable Louisiana California Law, that such action is required for the Board of Directors of the Company may (subject to this and the following sentences) inform the Company Shareholders that it no longer believes that the Offer or the Merger is advisable and no longer recommends approval (a “Subsequent Determination”), but only at a time that is after the third business daycomply with its fiduciary obligations to the

Board Recommendations. (a) In connection with the Offer, the Merger and the Shareholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b6.5(b), recommend to the holders of the Company Common Stock to vote in favor approve the Plan of the approval of Merger and this Agreement and the Merger and use commercially reasonable efforts to obtain the necessary approvals by the Company Shareholders of the Plan of Merger and this Agreement, Agreement and (ii) otherwise comply with all legal requirements applicable to such meeting and (iii) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to tender their shares of Company Common Stock pursuant to the Offermeeting. (b) Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 5.5(b6.5(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify modify, in a manner adverse to Parent or Sub, the approval or recommendation of such Board of Directors or such committee of the OfferCompany or any committee thereof of the Plan of Merger, the Merger this Agreement or any other transaction contemplated by this Agreement, (ii) approve or recommend recommend, or propose publicly to approve or recommend, any transaction involving an Acquisition Proposal (as hereinafter defined) from a third party (an “Alternative Transaction”), or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (other than a confidentiality agreement in compliance with the provisions of Section 5.9(b)) (each, an “Acquisition Agreement”) related to any Alternative Transaction. Notwithstanding the foregoing, if prior to the Appointment Timeapproval of this Agreement and the Plan of Merger by the Company Shareholders, the Board of Directors of the Company determines in good faith, after it has received a Superior Proposal in compliance with Section 5.9(b) 6.9 and after consultation with and having taken into consideration advice from independent outside legal counsel that it is required with respect to do so by its fiduciary duties to the Company and the Company Shareholders under applicable Louisiana LawVirginia law, that such action is likely required for the Board of Directors of the Company to comply with its duties to the Company and the Company Shareholders under applicable Virginia law, the Board of Directors of the Company may (subject to this and the following sentences) inform the Company Shareholders that it no longer believes that the Offer or the Merger is advisable and no longer recommends approval (a “Subsequent Determination”), but only at a time that is after the third business daybelieves