Common use of Change in Company Recommendation Clause in Contracts

Change in Company Recommendation. Notwithstanding anything to the contrary herein, in the event that the Company Board makes a Company Change of Recommendation in accordance with Section 6.3 of the Merger Agreement (the “Trigger Event”), the obligations of the Holder under Section 3.1 above shall be modified such that the number of Shares voted by the Holder in accordance with Section 3.1 above that the Holder must vote as set forth in Section 3.1(a) and Section 3.1(b) shall be equal to the sum of (rounded up to the nearest whole share): (a) The number of Shares that would represent as of the time of the Trigger Event thirty-four percent of the aggregate voting power of the outstanding shares of Company Common Stock entitled to vote thereon; plus (b) The number of Shares the aggregate voting power of which, as a percentage of the aggregate voting power of all Shares not covered by subsection (a) of this Section 3.2, is equal to the Proportionate Percentage. The term “Proportionate Percentage,” for purposes of this Agreement, means the percentage of aggregate voting power with respect to all outstanding shares of Company Common Stock held by stockholders of the Company (excluding the Holder), voting in favor of approving the Transaction Matters. For example, if fifty percent of the total aggregate voting power with respect to all outstanding shares of Company Common Stock held by stockholders of the Company (excluding the Holder) votes to approve the Transaction Matters, the Holder must vote fifty percent of the aggregate voting power represented by all Shares not covered by subsection (a) of this Section 3.2 to approve the Transaction Matters.

Change in Company Recommendation. Notwithstanding anything to the contrary herein, in the event that the Company Board makes a Company Change of Recommendation in accordance with Section 6.3 5.9(e) of the Merger Contribution Agreement (the “Trigger Event”), the obligations of the Holder under Section 3.1 above shall be modified such that the number of Shares shares of Altus Parent Common Stock voted by the Holder in accordance with Section 3.1 above that the Holder must vote as set forth in Section 3.1(a) and Section 3.1(b) shall be equal to the sum of (rounded up to the nearest whole share): (a) The number of Shares shares of Altus Parent Common Stock that constitute Covered Securities that would represent as of the time of the Trigger Event thirty-four five percent (35%) of the aggregate voting power of the outstanding shares of Company Altus Parent Common Stock entitled to vote thereon; plus (b) The number of Shares shares of Altus Parent Common Stock that constitute Covered Securities the aggregate voting power of which, as a percentage of the aggregate voting power of all Shares shares of Altus Parent Common Stock that constitute Covered Securities not covered by subsection (a) of this Section 3.2, is equal to the Proportionate Percentage. The term “Proportionate Percentage,” for purposes of this Agreement, means the percentage of aggregate voting power with respect to all outstanding shares of Company Altus Parent Common Stock held voted by stockholders of the Company (excluding Holder) either in favor of or against approving the Holder)Transaction Matters, voting in favor of approving the Transaction Matters. For example, if fifty percent of the total aggregate voting power with respect to all outstanding shares of Company Altus Parent Common Stock held voted by stockholders of the Company (excluding the Holder) either to approve or reject the Transaction Matters votes to approve the Transaction Matters, the Holder must vote fifty percent of the aggregate voting power represented by all Shares shares of Altus Parent Common Stock that constitute Covered Securities not covered by subsection (a) of this Section 3.2 to approve the Transaction MattersMatters and the remaining fifty percent shall be subject to Section 3.2(c).

Change in Company Recommendation. Notwithstanding anything to the contrary herein, in the event that the Company Board makes a Change in Company Change of Recommendation in accordance with Section 6.3 of the Merger Agreement (the “Trigger Event”), the obligations of the Holder under Section 3.1 Sections 2.1 and 2.2 above shall be modified such that the number of Shares covered by any action by written consent or voted by the Holder in accordance with Section 3.1 Sections 2.1 and 2.2 above that the Holder must consent or vote as set forth in Section 3.1(a) and Section 3.1(b) favor of favor of approving the Transaction Matters shall be equal to the sum of (rounded up to the nearest whole share): (a) The number of Shares that would represent as of the time of the Trigger Event thirty-four thirty percent (30%) of the aggregate voting power of the issued and outstanding shares of Company Common Stock entitled to vote thereonStock, voting together as a single class; plus (b) The number of Shares the aggregate voting power of which, as a percentage of the aggregate voting power of all Shares not covered by subsection Subsection (a) of this Section 3.22.3, is equal to the Proportionate Percentage. The term “Proportionate Percentage,” for purposes of this Agreement, means the percentage of aggregate voting power with respect to all outstanding shares of Company Common Stock held by stockholders of the Company (excluding the Holder), voting as a single class (taking into account that each holder of Company Class A Common Stock is entitled to one (1) vote per share and each holder of Company Class B Common Stock is entitled to ten (10) votes per share), voting in favor of approving the Transaction Matters. For example, if fifty percent (50%) of the total aggregate voting power with respect to all outstanding shares of Company Common Stock held by stockholders of the Company (excluding the Holder) consents or votes to approve the Transaction Matters, the Holder must consent or vote fifty percent (50%) of the aggregate voting power represented by all Shares not covered by subsection Subsection (a) of this Section 3.2 2.3 to approve the Transaction Matters.

Change in Company Recommendation. Notwithstanding anything to the contrary herein, in the event that the Company Board makes a Change in Company Change of Recommendation in accordance with Section 6.3 of the Merger Agreement (the “Trigger Event”), the obligations of the Holder under Section 3.1 Sections 2.1 and 2.2 above shall be modified such that the number of Shares covered by any action by written consent or voted by the Holder in accordance with Section 3.1 Sections 2.1 and 2.2 above that the Holder must consent or vote as set forth in Section 3.1(a) and Section 3.1(b) favor of favor of approving the Transaction Matters shall be equal to the sum of (rounded up to the nearest whole share): (a) The number of Shares that would represent as of the time of the Trigger Event thirty-four thirty percent (30%) of the aggregate voting power of the issued and outstanding shares of Company Common Stock entitled to vote thereonStock, voting together as a single class; plus (b) The number of Shares the aggregate voting power of which, as a percentage of the aggregate voting power of all Shares not covered by subsection Subsection (a) of this Section 3.22.3, is equal to the Proportionate Percentage. The term “Proportionate Percentage,” for purposes of this Agreement, means the percentage of aggregate voting power with respect to all outstanding shares of Company Common Stock held by stockholders of the Company (excluding the Holder), voting as a single class (taking into account that each holder of Company Class A Common Stock is entitled to one (1) vote per share and each holder of Company Class B Common Stock is entitled to ten (10) votes per share), voting in favor of approving the Transaction Matters. For example, if fifty percent (50%) of the total aggregate voting power with respect to all outstanding shares of Company Common Stock held by stockholders of the Company (excluding the Holder) consents or votes to approve the Transaction Matters, the Holder must consent or vote fifty percent (50%) of the aggregate voting power represented by all Shares not covered by subsection Subsection (a) of this Section 3.2 to approve the Transaction Matters.2.3