Common use of Change of Recommendation Clause in Contracts

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding At any time prior to adoption of this Agreement by the Required Company Stockholders, other than in connection with an Acquisition Proposal, the Board of Directors of the Company may take the actions prohibited by clause (iv) of Section 5.2(a5.2(b) (and in each case modify accordingly the statement of the Company’s Board of Directors included or to be included in the Prospectus/Joint Proxy Statement pursuant to clause (iii) of Section 5.2(b)) if the Board of Directors of the Company determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would result in a breach of its fiduciary duties under applicable Legal Requirements; provided, in however, that the Company shall have, at least five (5) days prior to taking such action, provided to Parent written notice which shall state expressly that the Company intends to take such action. (ii) In response to the receipt of a Superior Offer that has not been withdrawnOffer, the Board of Directors of the Company may withhold, withdraw, amendamend or modify the Company Board Recommendation and, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to its stockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (and in each case modify accordingly the statement of the Company’s Board of Directors included or to be included in the Prospectus/Joint Proxy Statement pursuant to clause (iii) of Section 5.2(b)) (any of the foregoing actionsactions in response to the receipt of a Superior Offer, whether by a the Board of Directors of the Company or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) A Superior Offer with respect to it has been made and has not been withdrawn; (2) The Scheme Company Stockholders’ Meeting has not occurred; (23) It The Company shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates Recommendation, provided to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to Parent written notice which a previous Change of Recommendation Notice applies, which notice shall state expressly (I1) that it the Company has received a such Superior Offer, (II2) the material terms and conditions of the such Superior Offer and the identity of the Person or group making the Superior Offer, and (III3) that it the Company intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood so, and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination complied with its outside legal counsel obligations pursuant to Section 5.3(b) and its financial advisors (including the Independent Financial Advisor)Section 5.3(c)(i) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a in connection with such Superior Offer; (4) Its The Board of Directors of the Company has concluded in good faith, following consultation with after receipt of advice of its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if anyOffer, the failure of the Board of Directors to effect a Change of Recommendation would reasonably be reasonably likely expected to result in a breach of its fiduciary duties to its stockholders under applicable Legal Requirements; and (5) It The Company shall not have materially breached (directly or indirectly) any of the provisions set forth in Section 5.2 or this Section 5.4 (including Section 5.4(b)) in connection 5.3, as applicable, with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior respect to obtaining the approval of the shareholders of the Company of this Agreement such Superior Offer and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a which breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirementsis continuing. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), anything in response this Agreement to the receipt of a Superior Offer that has not been withdrawncontrary, at any time prior to obtaining the Company Stockholder Approval, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Company’s Board of Directors or a committee thereofto take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a “Change summary of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the identity of the Person or group making the Superior Offer, information required to be provided pursuant to Section 5.4(b) and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendationc), (B) provided the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to Acquiror a copy of all materials and information delivered or made available propose revisions to the Person terms of this Agreement (or group making make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Offer or any of its Representatives and (C) provided Acquiror with Proposal or, if the opportunity Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Company’s Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors, that, ) that such revisions are material (it being understood that any change in light the purchase price or form of consideration in such Intervening EventSuperior Proposal shall be deemed a material revision), the failure Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to effect such a in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change of Recommendation would be reasonably likely pursuant to result this Section 5.4(d), the procedures referred to in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that clauses (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation), (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussionsabove shall apply anew and shall also apply to any subsequent withdrawal, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirementsamendment or change. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding the provisions of Section 5.2(a5.2(b), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify amend or condition modify its recommendation in favor of adoption of this Agreement in a manner adverse to Acquiror its RecommendationParent, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Its Stockholders’ Meeting has not occurred; (2) It shall have (A) provided Acquiror Parent with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) three business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood so, and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror Parent a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offerit has received; (3) Either (A) on or before the expiration of the five (5) business three-business-day period following the delivery to Acquiror Parent of any Change of Recommendation Notice, Acquiror Parent does not make a written offer, which shall be binding and enforceable against Acquiror Parent and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) three business day period following the delivery to Acquiror Parent of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)advisor) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in Section 5.2 or this Section 5.4 5.3 (including Section 5.4(b5.3(b)) in connection with such Acquisition Proposal). (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d5.3(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), Solely in response to the receipt of a Superior Offer that has not been withdrawnProposal, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition in make a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1i) through (5vi) are met: (1i) The Scheme Meeting the Superior Proposal has been made, has not occurredbeen withdrawn and continues to be a Superior Proposal; (2ii) It the Company Shareholder Approval has not yet been obtained; (iii) the Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days Business Days prior to publicly effecting a such Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I1) that it the Company has received a Superior OfferProposal, (II2) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group making the Superior OfferProposal, and (III3) that it the Company intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), so; (B) provided to Acquiror Parent a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives Proposal in connection with such Superior Proposal (to the extent not previously provided to Parent); and (C) provided Acquiror with during the opportunity aforementioned five (5) Business Day period, if requested by Parent, engaged in good faith negotiations to meet and discuss a modification of the terms and conditions of amend this Agreement so in such a manner that the transactions contemplated hereby may Superior Proposal would no longer be effected and so a Superior Proposal; (iv) Parent shall not have, within the aforementioned five (5) Business Day period, made an offer that the transaction theretofore Company’s Board of Directors has in good faith determined (after the receipt of advice from and consultation with its outside legal counsel and TWP or another financial adviser of national standing in the United States of America) results in the Alternative Transaction Proposal that had been determined to be a Superior Offer Proposal no longer constitutes being a Superior OfferProposal; (3v) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following after receipt of advice from and consultation with its outside legal counsel, that, in light of such Superior Offer Proposal and after taking into consideration considering any adjustments or negotiations pursuant to the Matching Bidpreceding clause (iv), if any, that the failure of the Company’s Board of Directors is required to effect a Change of Recommendation would be reasonably likely to result in a breach of comply with its fiduciary duties obligations to the shareholders of the Company under applicable Legal Requirementslaw of the State of Israel; and (5vi) It the Company shall not have materially breached any of previously complied with the provisions set forth in Section 6.2 or this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal6.3. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Except as otherwise provided in this Agreement, including this Section 5.2(a5.5(c), in response to the receipt board of a Superior Offer that has not been withdrawn, the Board of Directors directors of the Company may withhold, withdraw, amend, modify, shall not (i) withdraw (or qualify or condition modify in a any manner adverse to Acquiror its RecommendationParent), and or propose publicly to withdraw (or qualify or modify in any manner adverse to Parent), the case of a Superior Offer that is a tender Company Recommendation or exchange offer(ii) approve, recommend that its shareholders accept the tender or exchange offer declare advisable any Alternative Acquisition Proposal (any of the foregoing actions, whether by a Board of Directors or a committee thereofsuch action, a “Change of Recommendation”). (ii) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, if all including Section 5.5(c)(i), at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have Company may (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (following a “Change bona fide written Alternative Acquisition Proposal that did not result from or arise out of Recommendation Notice”) at least five (5) business days prior to effecting a Change breach of Recommendation that relates to (i) this Section 5.5 and which the Company’s board of directors determines in good faith, in consultation with its financial advisors and outside legal counsel, is a Superior Offer or (ii) any material change Proposal, in each case, if and only if, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions fiduciary duties required of the Superior Offer Company’s board of directors under applicable Law and the identity of the Person or group making the Superior Offer, and (IIICompany complies with Section 5.5(c)(iii) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to bona fide written Alternative Acquisition Proposal which the Change Company’s board of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded directors determines in good faith, following in consultation with its financial advisors and outside legal counsel, thatis a Superior Proposal, in light terminate this Agreement for the purpose of entering into a definitive acquisition agreement, merger agreement or similar definitive agreement (an “Alternative Acquisition Agreement”) with respect to such Superior Offer Proposal, if, and after taking into consideration the Matching Bid, if anyonly if, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the Board Company’s board of Directors directors under applicable Law and the Company complies with Section 5.5(c)(iii) and, concurrently with entering into an Alternative Acquisition Agreement with respect to effect such Superior Proposal, the Company terminates this Agreement in accordance with the provisions of Section 7.1(c)(ii) (Definitive Agreement for Superior Proposal) and pays the applicable Termination Fee pursuant to Section 7.1(c)(ii). (iii) Prior to the board of directors of the Company effecting a Change of Recommendation would be reasonably likely or causing the Company to result terminate this Agreement for purposes of entering into an Alternative Acquisition Agreement, in a breach each case as permitted under Section 5.5(c)(ii), the Company shall have given Parent (A) at least four (4) Business Days’ prior written notice (it being understood and agreed that any material amendment to the amount or form of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) consideration payable in connection with the applicable Alternative Acquisition Proposal shall require a new notice and an additional two (2)-Business Day period) of the Company’s intention to take such action, which shall include a description of the terms and conditions of the Superior Proposal, the identity of the Person making the Superior Proposal and a copy of any proposed definitive agreement(s) relating to such Superior Proposal and (B) an opportunity to liaise with the Company and its outside legal and financial advisors during the foregoing four (4) Business Day period (or subsequent two (2)-Business Day period) to discuss the foregoing Superior Proposal and negotiate in good faith any adjustments or revisions to the terms and conditions of this Agreement proposed by Parent in response thereto, such that such Alternative Acquisition Proposal would no longer constitute a Superior Proposal. (ii) . In addition, and notwithstanding the foregoing or anything to the contrary set forth hereinin this Agreement, at any time prior to obtaining the approval Requisite Stockholder Approval, the board of the shareholders directors of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make may also effect a Change of Recommendation in response to an Intervening Event if such Board the board of Directors has concluded directors of the Company determines in good faith, after consultation with its the Company’s outside legal advisorscounsel, that, in light of such Intervening Event, that the failure of the board of directors of the Company to take such Board of Directors to effect such a Change of Recommendation action would be reasonably likely to result in a breach of inconsistent with its fiduciary duties under applicable Legal Requirements; providedLaw, however, provided that (A) the board of directors of the Company shall send to Acquiror have given Parent (i) at least four (4) Business Days’ prior written notice of its the Company’s intention to effect a Change of RecommendationRecommendation in response to such Intervening Event, specifying which shall include a description in reasonable detail of the reasons thereforapplicable Intervening Event, at least five and (5ii) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of liaise with the Company concludes, after consultation with and its outside legal advisors, that and financial advisors during the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).foregoing four

Change of Recommendation. Notwithstanding anything to the contrary in this Agreement, (ix) Notwithstanding Section 5.2(a)at any time prior to the time the Company Stockholder Approval is obtained, the Company Board may make a Change of Recommendation in connection with a Superior Proposal that is made and not withdrawn (and that continues to be a Superior Proposal) or in response to the receipt of a Superior Offer that has not been withdrawnan Intervening Event, the Board of Directors of only if the Company may withhold, withdraw, amend, modify, qualify or condition Board determines in a manner adverse good faith (after consultation with its outside legal counsel) that the failure to Acquiror its Recommendation, take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and (y) in the case of a Superior Offer Proposal, the Company may also terminate this Agreement pursuant to Section 7.1(f) to enter into a definitive Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that is a tender or exchange offer, recommend that its shareholders accept neither the tender or exchange offer (Company Board nor the Company shall take any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are metactions unless: (1i) The Scheme Meeting has not occurredthe Company shall have complied in all material respects with its obligations under this Section 5.3(e); (2ii) It the Company shall have (A) provided Acquiror with prior written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Determination Notice”) to Parent at least five four Business Days in advance (5the “Notice Period”) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer effect that the Company Board intends to which a previous Change of Recommendation Notice appliestake such action and specifying in reasonable detail the circumstances giving rise to such proposed action, which notice shall state expressly (Iincluding, in the case such action is proposed to be taken in connection with an Acquisition Proposal, the information specified by Section 5.3(c) that it has received a Superior Offer, (II) with respect to such Acquisition Proposal and the material terms and conditions of the such Superior Offer Proposal (and the identity such notice shall include a copy of the Person or group making latest draft of the proposed Alternative Acquisition Agreement and all other material documents relating to such Superior OfferProposal, and including financing documents); (IIIiii) that it intends to effect a Change of Recommendation and the manner in which it intends where requested to do so by Parent, the Company shall have, and shall have caused each of the Company Subsidiaries to have, and shall have instructed Representatives of the Company and the Company Subsidiaries to have, negotiated with Parent and its Representatives during the applicable Notice Period in good faith (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (Cextent Parent desires to negotiate) provided Acquiror with the opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so such that such Superior Proposal would cease to constitute a Superior Proposal or such Intervening Event would cease to warrant a Change of Recommendation, in each case, such that the transactions contemplated hereby Company Board’s failure to take the applicable action described in clauses (x) or (y) above would no longer be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that in the event of any material revision to the terms or conditions of the applicable Superior Proposal or any material change in the applicable Intervening Event, as the case may be, the Company shall be effected required to deliver a new Determination Notice to Parent and so to comply with the requirements of Section 5.3(e)(ii) and this Section 5.3(e)(iii) with respect to such new Determination Notice (except that the transaction theretofore determined Notice Period in respect of such new Determination Notice shall be two Business Days) and Parent shall have had the right to be submit a Superior Offer no longer constitutes a Superior Offernew or revised offer with respect thereto; (3iv) Either (A) on at or before following the expiration end of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Noticeapplicable Notice Period, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines shall have determined in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer ) based on the information then available and after taking into consideration the Matching Bidaccount Parent’s offers pursuant to Section 5.3(e)(iii) that with respect to any such action proposed to be taken, if any, the failure of the Board of Directors such Acquisition Proposal continues to effect constitute a Superior Proposal or such Intervening Event continues to warrant a Change of Recommendation Recommendation, as the case may be, and that the failure by the Company Board to take such proposed action would still reasonably be reasonably likely expected to result in a breach of be inconsistent with its fiduciary duties under applicable Legal RequirementsLaw; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)v) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval event of the shareholders of the Company a termination of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to enter into a definitive Alternative Acquisition Agreement with respect to a material development or change in circumstances occurringSuperior Proposal, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying have validly terminated this Agreement in reasonable detail the reasons therefor, at least five (5accordance with Section 7.1(f) business days and prior to effecting a Change or concurrently with such termination of Recommendationthis Agreement, (B) the Company shall provide Acquiror with an opportunity to meet and discuss have paid the basis for a Change of Recommendation, Acquiror’s reaction thereto Company Termination Fee and any possible modification other amounts required by Section 7.4, including interest, if applicable, pursuant to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d7.4(e).

Change of Recommendation. (i) Notwithstanding Section 5.2(a6.2(b), in response at any time prior to the receipt of a Superior Offer that has not been withdrawnCompany Stockholder Approval, the Board of Directors of the Company may withholdmay, withdrawsolely in response to a Superior Proposal or an Intervening Event, amendmake a Change of Recommendation and, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is Proposal or an Intervening Event after which Parent does not timely deliver a tender or exchange offerContinuation Notice (as defined below), recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”terminate this Agreement in accordance with Section 8.1(h), if all of the following conditions in clauses (1i) through (5v) are met: (1i) The Scheme Meeting in the case of a Superior Proposal, such Superior Proposal has not occurredbeen withdrawn and continues to be a Superior Proposal; (2ii) It the Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five three (53) business days Business Days prior to publicly effecting a such Change of Recommendation that relates in response to (i) a Superior Offer Proposal or an Intervening Event (ii) any material change and, if applicable, of its intention to the terms of terminate this Agreement in response to a Superior Offer to Proposal) which a previous Change of Recommendation Notice applies, which notice shall state expressly (I1) that it the Company has received a Superior OfferProposal or determined the existence of an Intervening Event, (II2) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group making the Superior OfferProposal or, in the case of an Intervening Event, describe in reasonable detail the cause and factors constituting such Intervening Event, and (III3) that it the Company intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), so; (B) provided provide to Acquiror Parent a copy of all materials and information delivered or made available to the Person or group making the Superior Offer Proposal in connection with a Superior Proposal (to the extent not previously delivered or any of its Representatives made available to Parent), and (C) provided Acquiror with during the opportunity aforementioned three (3) Business Day period, if requested by Parent, engaged in good faith negotiations to meet and discuss a modification of the terms and conditions of amend this Agreement so in such a manner that the transactions contemplated hereby may Superior Proposal would no longer be effected and so a Superior Proposal or, in the case of an Intervening Event, obviates the need for a Change of Recommendation; (iii) Parent shall not have, within the aforementioned three (3) Business Day period, made an offer that the transaction theretofore Company’s Board of Directors has in good faith determined (after the receipt of advice from and consultation with its outside legal counsel and a financial adviser of national standing) results in the Alternative Transaction Proposal that had been determined to be a Superior Offer Proposal no longer constitutes being a Superior OfferProposal or, in the case of an Intervening Event, obviates the need for a Change of Recommendation; (3iv) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following after receipt of advice from and consultation with its outside legal counsel, that, in light of such Superior Offer Proposal or Intervening Event and after taking into consideration considering any adjustments or negotiations pursuant to the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. preceding clause (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the Company’s Board of Directors’ failure to effect a Change of Recommendation would be reasonably likely to result in a breach of inconsistent with its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors obligations to the stockholders of the Company under Delaware Law; and (v) the Company shall not make any Change of Recommendation other than have previously complied with the provisions set forth in compliance with and as permitted by Section 6.2 or this Section 5.4(d)6.3.

Change of Recommendation. (i) Notwithstanding anything to the contrary contained in Section 5.2(a5.3(a), in response to the receipt of a Superior Offer that has not been withdrawnOffer, (x) the Board of Directors of the Company may withhold, withdraw, amendamend or modify its recommendation in favor of the Merger, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the stockholders of the Company, may recommend that its shareholders the stockholders of the Company accept the tender or exchange offer (any of the foregoing actions, whether by a the Board of Directors of the Company or a committee thereof, a “Change of Recommendation”), (y) the Board of Directors of the Company, the Company or its Subsidiaries (including each of their respective directors, officers, employees, agents or other representatives) may approve, endorse, or recommend a Superior Offer, or (z) the Company or any of its Subsidiaries may execute or enter into or propose to execute or enter into any letter of intent or similar document or any contract, agreement or commitment (which may be conditioned on the termination of this Agreement) contemplating or otherwise relating to any Superior Offer or transaction contemplated thereby, if all of the following conditions in clauses (1i) through (5vi) are met: (1i) The Scheme Meeting the Board of Directors of the Company determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that a Superior Offer has been made and not occurredwithdrawn; (2ii) It the stockholders of the Company have not approved this Agreement in accordance with applicable law; (iii) the Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days four Business Days prior to publicly effecting a such Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (IA) that it the Company has received a Superior Offer, (IIB) the material most recent terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer (and in the event the Company exercises its right to terminate this Agreement pursuant to Section 7.1(h), the Company shall provide to Parent a copy of the final agreement to be entered into in connection with the Superior Offer, ) and (IIIC) that it the Company intends to effect a Change of Recommendation and Recommendation; (iv) after delivering the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)Recommendation Notice, (B) provided to Acquiror the Company shall provide Parent with a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that during such four-Business Day period, and negotiate in good faith with respect thereto during such four-Business Day period, as would enable the transactions contemplated hereby may be effected and so that the transaction theretofore determined Company to be proceed with its recommendation to stockholders in favor of adoption of this Agreement without making a Superior Offer no longer constitutes a Superior OfferChange of Recommendation; (3v) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith shall have determined (at a meeting A) after consultation with its financial advisor, that the terms of the Board of Directors Superior Offer are more favorable to the stockholders of the Company at which than the Merger (as it consults prior may be adjusted pursuant to such determination with its outside legal counsel subsection (iv) above) and its financial advisors (including the Independent Financial Advisor)B) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would reasonably be reasonably likely expected to result in a breach of its the Board of Directors’ fiduciary duties to the stockholders of the Company under applicable Legal Requirements.law; and (iiivi) The Board of Directors of the Company shall not make have breached any Change of Recommendation other than the provisions set forth in compliance with and as permitted by Section 5.2 or this Section 5.4(d)5.3.

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in In response to the receipt of a Superior Offer that has not been withdrawn, the Company’s Board of Directors of or the Company Special Committee may withhold, withdraw, amendamend or modify its recommendation in favor of adoption of this Agreement, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the shareholders of the Company, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a the Company’s Board of Directors or a committee thereofthe Special Committee, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (56) are met: (1) The Scheme Meeting a Superior Offer has been made and has not occurredbeen withdrawn; (2) It the Company shareholders have not adopted this Agreement; (3) it shall have (A) provided Acquiror Parent with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) two business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice appliesRecommendation, which notice shall state expressly (IA) that it has received a Superior Offer, (IIB) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (IIIC) that it intends to effect a Change of Recommendation and the manner in which it intends to do so so; (it being understood and agreed that such notice and such statement shall not constitute a 4) after delivering the Change of Recommendation)Recommendation Notice, (B) it shall have provided to Acquiror Parent with a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that during such two business day period, and shall have negotiated in good faith with respect thereto during such two business day period, regarding any changes proposed by Parent for the transactions contemplated hereby may be effected and so that purpose of enabling the transaction theretofore determined Company’s Board of Directors or the Special Committee to be proceed with its recommendation in favor of the adoption of this Agreement, without effecting a Superior Offer no longer constitutes a Superior OfferChange of Recommendation; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the its Board of Directors of or the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors Special Committee has concluded in good faith, following consultation with the receipt of advice of its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if anyOffer, the failure of the Board of Directors or the Special Committee to effect a Change of Recommendation would be reasonably likely to result in constitute a breach of its fiduciary duties obligations to its shareholders under applicable Legal Requirementslaws; and (56) It it shall not have materially breached in any material respect any of the provisions set forth in this Section 5.4 (including 5.02 or Section 5.4(b)) in connection 5.01 with respect to such Acquisition ProposalSuperior Offer. (ii) In additionOther than in connection with an Acquisition Proposal or a Superior Offer (which shall be subject to Section 5.02(d)(i) and not subject to this Section 5.02(d)(ii)), and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of nothing in this Agreement and shall prohibit or restrict the Scheme of Arrangement, the Company’s Board of Directors of or the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make Special Committee from making a Change of Recommendation if such to the extent that the Company’s Board of Directors has concluded or the Special Committee determines in good faith, after consultation with following the receipt of advice of its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisorscounsel, that the failure of it to effect a Change of Recommendation would be reasonably likely to result in constitute a breach of the Board of Directors’ or the Special Committee fiduciary obligations to its fiduciary duties shareholders under applicable Legal Requirementslaws; provided, however, that the Company shall send to Parent written notice of its intention to effect a Change of Recommendation at least two business days prior to effecting a Change of Recommendation. (iii) The Company’s Board of Directors of or the Company Special Committee shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d5.02(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in In response to the receipt of a Superior Offer that has not been withdrawnOffer, the Board of Directors of the Company may withhold, withdraw, amendamend or modify its unanimous recommendation in favor of the Merger, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the shareholders of the Company, may recommend that its the shareholders of the Company accept the tender or exchange offer (any of the foregoing actions, whether by a the Board of Directors of the Company or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1i) through (5vi) are met: (1i) A Superior Offer with respect to the Company has been made and has not been withdrawn; (ii) The Scheme Shareholders’ Meeting has not occurred; (2iii) It The Company shall have (Aa) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five three (53) business days Business Days prior to publicly effecting a such Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I1) that it the Company has received a Superior Offer, (II2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III3) that it the Company intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)so, (Bb) provided to Acquiror Parent a copy of all written materials delivered to the Person or group making the Superior Offer in connection with such Superior Offer and a summary of all material oral conversations between the Company and such party regarding the Superior Offer, and (c) made available to Parent all materials and information delivered or made available to the Person or group making the Superior Offer or any in connection with such Superior Offer; (iv) After delivering the Change of its Representatives and (C) provided Acquiror Recommendation Notice, the Company shall provide Parent with the a reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that during such three (3) Business Day period, and negotiate in good faith with respect thereto during such three (3) Business Day period, as would enable the transactions contemplated hereby may be effected Company to proceed with its recommendation to shareholders in favor of approval and so that adoption of this Agreement and approval of the transaction theretofore determined to be Merger without making a Superior Offer no longer constitutes a Superior OfferChange of Recommendation; (3v) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the The Board of Directors of the Company determines in good faith (at by a meeting vote of a majority of the independent members of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)Company) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with after receipt of advice of its outside legal counsel, that, in light of such Superior Offer and after taking into consideration considering any adjustments or negotiations pursuant to the Matching Bidpreceding clause (iv), if any, the failure of the Board of Directors to effect that a Change of Recommendation would be reasonably likely is necessary and required to result in a breach of comply with its fiduciary duties obligations to the shareholders of the Company under applicable Legal Requirementslaw; and (5vi) It The Company shall not have materially breached any of the provisions set forth in Section 6.2 or this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal6.3. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in response At any time prior to the receipt adoption of a Superior Offer that has not been withdrawnthis Agreement by the Required Company Stockholders, the Board of Directors of the Company may take the actions prohibited by clause (i)(C) of Section 5.2(d) (and in each case modify accordingly the statement of the Company’s Board of Directors included or to be included in the Proxy Statement/Prospectus pursuant to clause (i)(B) of Section 5.2(d)) if the Board of Directors of the Company determines in good faith (after consultation with its outside legal counsel) that the failure to take such action could reasonably be expected to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that the Company shall have, at least three (3) days prior to taking such action, provided to Parent written notice that shall state that the Company intends to take such action. (ii) In response to the receipt of a Superior Offer, the Board of Directors of the Company may (A) withhold, withdraw, amend, modify, qualify amend or condition in a manner adverse to Acquiror its modify the Company Board Recommendation, (B) approve, endorse or recommend any Acquisition Proposal, (C) to the extent permitted by Article VII enter into a binding written agreement concerning an Acquisition Proposal and (D) in the case of a Superior Offer that is a tender or exchange offeroffer made directly to its stockholders, recommend that its shareholders stockholders accept the tender or exchange offer (and in each case modify accordingly the statement of the Company’s Board of Directors included or to be included in the Proxy Statement/Prospectus pursuant to clause (i)(B) of Section 5.2(d)) (any of the foregoing actionsactions in response to the receipt of a Superior Offer, whether by a the Board of Directors of the Company or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting A Superior Offer has been made and has not occurredbeen withdrawn; (2) It This Agreement shall not have been adopted at the Company Stockholders’ Meeting; (3) The Company shall have (A) provided Acquiror with written notice of its intention at least three (3) days prior to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior Recommendation, provided to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to Parent written notice which a previous Change of Recommendation Notice applies, which notice shall state expressly (I1) that it the Company has received a such Superior Offer, (II2) the material terms and conditions of the such Superior Offer and the identity of the Person or group making the Superior Offer, Offer and (III3) that it the Company intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood so, and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination complied with its outside legal counsel obligations pursuant to Section 5.3(b) and its financial advisors (including the Independent Financial Advisor)Section 5.3(c)(i) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a in connection with such Superior Offer; (4) Its The Board of Directors has concluded of the Company concludes in good faith, following after consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if anyOffer, the failure of the Board of Directors to effect a Change of Recommendation would could reasonably be reasonably likely expected to result in a breach of its fiduciary duties to its stockholders under applicable Legal Requirements; and (5) It The Company shall not have materially breached (directly or indirectly) any of the provisions set forth in Section 5.2 or this Section 5.4 (including Section 5.4(b)) in connection 5.3, as applicable, with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior respect to obtaining the approval of the shareholders of the Company of this Agreement such Superior Offer and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a which breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirementsis continuing. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding anything to the contrary contained in Section 5.2(a)5.3(a) or set forth elsewhere in this Agreement, (x) in response to the receipt of a Superior Offer that has not been withdrawnOffer, the Board of Directors of the Company may withhold, withdraw, amendamend or modify its unanimous recommendation in favor of the Company Voting Proposal, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the stockholders of the Company, may recommend that its shareholders the stockholders of the Company accept the tender or exchange offer (any of the foregoing actions, whether by a the Board of Directors of the Company or a committee thereof, a “Company Change of Recommendation”), (y) in response to an unsolicited Superior Offer, the Board of Directors of the Company, the Company or its Subsidiaries (including each of their respective directors, officers, employees, agents or other representatives) may approve, endorse, or recommend a Superior Offer, or (z) in response to an unsolicited Superior Offer, the Company or any of its Subsidiaries may terminate this Agreement in order to enter into a definitive agreement to consummate such Superior Offer and transactions contemplated thereby, in the case of the foregoing clauses (x), (y) and (z), only if all of the following conditions in clauses (1) through (5) are met: (1A) The Scheme Meeting the applicable Superior Offer has not occurredbeen withdrawn and continues to be a Superior Offer; (2B) It the Board of Directors of the Company has determined in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that the failure to take the proposed action contemplated by clause (x), (y) and/or (z) above would reasonably be expected to be a breach of its fiduciary duties to the stockholders of the Company under Delaware Law; (C) the stockholders of the Company have not yet approved the Company Voting Proposal; (D) the Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Company Change of Recommendation Notice”) at least five (5) business days Business Days prior to publicly effecting a Change of Recommendation that relates to the applicable action contemplated by clause (ix), (y) a Superior Offer or and/or (iiz) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice appliesabove, which notice shall state expressly (I1) that it the Company has received a the applicable Superior Offer, (II2) the material most recent terms and conditions of the such Superior Offer and the identity of the Person or group making such Superior Offer (and in the event the Company intends to exercise its right to terminate this Agreement pursuant to Section 7.1(d)(ii), the Company shall provide to Parent a copy of the proposed definitive agreement to be entered into in connection with such Superior Offer), and (III3) that it the Company intends to effect a the proposed action referenced in clause (x), (y) and/or (z) above in connection with such Superior Offer; and (E) after delivering the Company Change of Recommendation and Notice, the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute Company provides Parent with a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement during the five-Business Day period contemplated by the preceding clause (iv), and negotiate in good faith with respect thereto during such five-Business Day period, so that as would enable the transactions contemplated hereby may be effected and so that Company to proceed with its recommendation to stockholders in favor of the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer;Company Voting Proposal without effecting the proposed action referenced in clause (x), (y) and/or (z) above. (3ii) Either (A) on or before the expiration In addition and not in limitation of the five (5forgoing, and notwithstanding anything to the contrary contained in Section 5.3(a) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), or set forth elsewhere in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Noticethis Agreement, the Board of Directors of the Company determines in good faith may effect a Company Change of Recommendation for any reason other than the receipt of a Superior Offer only if all of the following conditions are met: (at a meeting of A) the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded determined in good faith, following after consultation with its the Company’s financial advisors and outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, that the failure of the Board of Directors to effect a the proposed Company Change of Recommendation would reasonably be reasonably likely expected to result in be a breach of its fiduciary duties to the stockholders of the Company under applicable Legal Requirements; andDelaware Law; (B) the stockholders of the Company have not yet approved the Company Voting Proposal; (C) the Company shall have delivered to Parent a Company Change of Recommendation Notice (which notice shall not itself be a Company Recommendation Change) at least five (5) It Business Days prior to publicly effecting the proposed, which shall not have materially breached any of state expressly (1) that the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In additionCompany is proposing to effect a Company Recommendation Change, and notwithstanding anything to (2) the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, reason(s) for which the Board of Directors of the Company may, in response proposes to a material development or change in circumstances occurring, arising or coming to effect the attention of such Board of Directors Company Recommendation Change; and (D) after delivering the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Company Change of Recommendation if such Board of Directors has concluded Notice, the Company negotiates with Parent in good faith, after consultation faith during such five-Business Day period so as to enable the Company to proceed with its outside legal advisors, that, recommendation to stockholders in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors favor of the Company concludes, after consultation with its outside legal advisors, that the failure to effect Voting Proposal without making a Change of Company Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsChange. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a6.02(d), at any time prior to the Acceptance Time, the Company Board may, subject to compliance in all material respects with the other provisions of this Section 6.02, (x) terminate this Agreement pursuant to Section 9.01(f) in order to enter into an Acquisition Agreement providing for a Superior Proposal, or (y) effect an Adverse Recommendation Change in response to the receipt of a Superior Offer an Intervening Event; provided that has not been withdrawn, the Board of Directors of (1) the Company may withholdBoard determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and (2) in the case of Section 6.02(e)(x), the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that the applicable Takeover Proposal constitutes a Superior Offer Proposal and the Company terminates this Agreement pursuant to Section 9.01(f), (3) the Company has provided prior written notice to Parent and Merger Sub, at least four (4) Business Days in advance, that is a tender it will take the applicable action referred to in Section 6.02(e)(x) or exchange offer, recommend that its shareholders accept (y) and specifying in reasonable detail the tender or exchange offer reasons therefor (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change Notice of RecommendationIntended Recommendation Change”) (which notice shall not itself constitute an Adverse Recommendation Change), if and (4) the Company has complied in all of material respects with the following conditions in clauses (1) through (5) are metadditional covenants: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change if such action is being taken pursuant to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior OfferSection 6.02(e)(x), and if requested by Parent, after providing any such Notice of Intended Recommendation Change, the Company shall, and shall instruct its Representatives to, negotiate with Parent and Merger Sub in good faith during any such four (III4) that it intends to effect a Change of Recommendation and the manner in which it intends to do so Business Day period (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available any material amendment to the Person or group making the terms of any such Superior Offer or Proposal (and in any event including any amendment to any price term thereof) shall require a new Notice of its Representatives Intended Recommendation Change and (C) provided Acquiror compliance with the opportunity other requirements of this Section 6.02(e) anew except that references herein to meet a four (4) Business Day period shall be deemed to be references to a two (2) Business Day period) regarding any written and discuss a modification of binding proposal by Parent to amend the terms and conditions of this Agreement so that and the transactions other agreements contemplated hereby may be effected and so that at the transaction theretofore determined to be end of such four (4) Business Day period (or two (2) Business Day period in the case of a Superior Offer no longer constitutes a Superior Offer; (3material amendment) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company Board again makes the determinations described in clauses (a “Matching Bid”), in response 1) and (2) of this Section 6.02(e) with respect to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsProposal; and (5ii) It shall not have materially breached any of the provisions set forth in this if such Adverse Recommendation Change is being made pursuant to Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal.6.02(e)(y): (ii1) In additionsuch Adverse Recommendation Change is being made as a result of an event, and notwithstanding anything to fact, development or occurrence that materially affects the contrary set forth hereinbusiness, at any time prior to obtaining the approval of the shareholders assets or operations of the Company of this Agreement and that was not known or reasonably foreseeable by the Scheme of Arrangement, the Company Board of Directors as of the Company may, in response to a material development or change in circumstances occurring, arising or coming date hereof and becomes known to the attention of such Company Board of Directors after the date hereof and prior to the Acceptance Time (and not relating to any Acquisition Proposal) (such material development or change in circumstanceseach, an “Intervening Event”); provided that in no event shall any of the following constitute or be deemed to be an Intervening Event: (I) any event, make a Change fact, development or circumstance resulting from any breach of Recommendation if such Board this Agreement by the Company, (II) the receipt, existence or terms of Directors has concluded in good faithany Takeover Proposal or any matter relating thereto or any consequences thereof, after consultation with its outside legal advisors, that(III) the fact, in light and of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, howeveritself, that the Company exceeds any internal or published projections or (AIV) changes, in and of themselves, in the price of the Company Common Stock; and (2) during any such four (4) Business Day period, if requested by Parent, the Company shall send have engaged in good faith negotiations with Parent regarding any written and binding proposal by Parent to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to amend the terms and conditions of this Agreement in response thereto so that and the transactions other agreements contemplated hereby may be effected and at the end of such four (C4) after such discussions, the Board of Directors of Business Day period the Company concludes, after consultation with its outside legal advisors, that Board again makes the failure to effect a Change determinations described in clause (1) of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d)6.02(e) with respect to such Intervening Event.

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in In response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of Parent or the Company Company, as the case may be, may withhold, withdraw, amendamend or modify its recommendation in favor of, modifyin the case of Parent, qualify or condition in a manner adverse to Acquiror its Recommendationthe Share Issuance, and in the case of the Company, adoption of this Agreement, and, in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the stockholders of the Company or Parent, as the case may be, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (56) are met: (1) The Scheme Meeting A Superior Offer with respect to it has been made and has not occurredbeen withdrawn; (2) In the case of Parent, its stockholders have not approved the Share Issuance, and in the case of the Company, its stockholders have not adopted this Agreement; (3) It shall have (A) provided Acquiror the other party hereto with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) two business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice appliesRecommendation, which notice shall state expressly (IA) that it has received a Superior Offer, (IIB) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (IIIC) that it intends to effect a Change of Recommendation and the manner in which it intends to do so so; (it being understood and agreed that such notice and such statement shall not constitute a 4) After delivering the Change of Recommendation)Recommendation Notice, (B) it shall have provided to Acquiror the other party hereto with a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that during such two business day period, and shall have negotiated in good faith with respect thereto during such two business day period, regarding any changes proposed by the transactions contemplated hereby may be effected other party for the purpose of enabling such party’s Board of Directors to proceed with its recommendation in favor of, in the case of Parent, the Share Issuance, and so that in the transaction theretofore determined to be case of the Company, adoption of this Agreement, without effecting a Superior Offer no longer constitutes a Superior OfferChange of Recommendation; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with the receipt of advice of its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if anyOffer, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in constitute a breach of its fiduciary duties obligations to its stockholders under applicable Legal Requirements; and (56) It shall not have materially breached in any material respect any of the provisions set forth in Section 5.2 or this Section 5.4 5.3 (including clause (B) of Section 5.4(b5.3(c)(i)) in connection with respect to such Acquisition ProposalSuperior Offer. (ii) In additionOther than in connection with an Acquisition Proposal or a Superior Offer (which shall be subject to Section 5.3(d)(i) and not subject to this Section 5.3(d)(ii)), and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of nothing in this Agreement and the Scheme of Arrangement, shall prohibit or restrict the Board of Directors of the Company mayor Parent, in response to as the case may be, from making a material development or change in circumstances occurring, arising or coming Change of Recommendation to the attention of extent that such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded determines in good faith, after consultation with following the receipt of advice of its outside legal advisorscounsel, that, in light of such Intervening Event, that the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in constitute a breach of the Board of Directors’ fiduciary obligations to its fiduciary duties stockholders under applicable Legal Requirements; provided, however, that such party shall send to the other party hereto written notice of its intention to effect a Change of Recommendation at least two business days prior to effecting a Change of Recommendation. (iii) The Board of Directors of the Company or Parent, as the case may be, shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d5.3(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in response anything to the receipt of a Superior Offer that has contrary in this Agreement, at any time prior to the time, but not been withdrawnafter, the Board of Directors of Company Stockholder Approval is obtained, the Company Board may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect make a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) in connection with a Superior Offer Proposal or (ii) any material change in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was neither known to, nor reasonably foreseeable by, the Company Board prior to the terms Agreement Date, in either case of (i) or (ii), if the Company Board determines in good faith (after consultation with its financial advisors and its outside legal counsel) that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, and may also terminate this Agreement pursuant to Section 7.1 to enter into an Alternative Acquisition Agreement with respect to a Superior Offer Proposal; provided, however, that the Company Board shall not take such action unless: (i) the Company shall have complied in all respects with its obligations under this Section 5.3(e) (other than immaterial or inadvertent violations not intended to which result in an Acquisition Proposal); (ii) the Company shall have provided prior written notice (a previous Change of Recommendation “Determination Notice”) to Parent at least seventy-two (72) hours in advance (the “Notice appliesPeriod”) to the effect that the Company Board intends to take such action and specifying in reasonable detail the circumstances giving rise to such proposed action, which notice shall state expressly (I) that it has received including, in the case such action is proposed to be taken in connection with a Superior OfferProposal, the information specified by Section 5.3(c) with respect to such Superior Proposal; (IIiii) the material terms Company shall have during the Notice Period, negotiated with Parent and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and its Representatives in good faith (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (Cextent Parent desires to negotiate) provided Acquiror with the opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so such that the transactions contemplated hereby may be effected and so that the transaction theretofore determined failure to be a Superior Offer take such action would no longer constitutes a Superior Offer; (3) Either (A) on or before be inconsistent with the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its directors’ fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsLaw; provided, however, that (A) in the event of any material revisions to the terms of such Superior Proposal, the Company shall send be required to Acquiror written notice deliver a new Determination Notice to Parent and to comply with the requirements of its intention Section 5.3(e)(ii) and this Section 5.3(e)(iii) with respect to effect a Change such new Determination Notice and the revised Superior Proposal contemplated thereby; (iv) at or following the end of Recommendationsuch Notice Period, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company Board shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement have determined in response thereto so that the transactions contemplated hereby may be effected and good faith (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its financial advisors and its outside legal advisors, counsel) that the failure to effect a Change of Recommendation take such action would continue to be reasonably likely to result in a breach of its inconsistent with the directors’ fiduciary duties under applicable Legal Requirements. Law (taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination pursuant to clause (iii) The Board above); and (v) in the event of Directors a termination of this Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, the Company shall not make any Change of Recommendation other than have validly terminated this Agreement in compliance accordance with and as permitted by this Section 5.4(d)7.1 including paying the Company Termination Fee in accordance with Section 7.4(a) prior to or concurrently with such termination.

Change of Recommendation. Except as expressly permitted by this Section 5.3(d), the Company Board shall not, nor shall any committee thereof, directly or indirectly, (i) Notwithstanding Section 5.2(a), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, (A) withdraw or qualify (or condition amend or modify in a manner adverse to Acquiror its RecommendationParent) or publicly propose to withdraw or qualify (or amend or modify in a manner adverse to Parent), and the approval, recommendation or declaration of advisability by such Company Board or committee thereof of this Agreement, or, subject to the right of the Company Board to make a Company Adverse Recommendation Change in accordance with this Section 5.3(d), fail to include the Company Board’s recommendation that the Company Stockholders approve the adoption of this Agreement in the case Proxy Statement when disseminated to the Company Stockholders (and at all times thereafter prior to receipt of a Superior Offer that is the Company Stockholder Approval), (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Alternative Company Transaction Proposal, (C) make any public recommendation in connection with a tender offer or exchange offeroffer other than a recommendation against such offer or a “stop-look-and-listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, or fail to recommend that its shareholders accept the against acceptance of such tender or exchange offer (any by the close of business on the foregoing actions, whether by a Board 10th business day after the commencement of Directors such tender offer or a committee thereof, a “Change of Recommendation”), if all of exchange offer pursuant to Rule 14d-2 under the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so Exchange Act (it being understood and agreed that such notice and such statement shall not constitute the Company Board (or any committee thereof) may take no position with respect to an Alternative Company Transaction Proposal that is a Change of Recommendationtender offer or exchange offer during the period referred to in this clause), (BD) provided other than with respect to Acquiror a copy tender offer or exchange offer, fail to publicly reaffirm its recommendation of all materials and information delivered this Agreement within five (5) Business Days after Parent so requests in writing if an Alternative Company Transaction Proposal or any material modification thereto shall have been made available public or sent or given to the Company Stockholders (or any Person or group making Group shall have publicly announced an intention, whether or not conditional, to make an Alternative Company Transaction Proposal), it being understood that this clause (D) shall only apply to one (1) such request by Parent per such Alternative Company Transaction Proposal or material modification, as applicable, or (E) resolve, agree or publicly propose to do any of the Superior Offer foregoing (each action or failure to act described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve or recommend, or publicly propose to approve or recommend, or allow the Company or any of its Representatives and (C) provided Acquiror with the opportunity Subsidiaries to meet and discuss a modification execute or enter into, any letter of the terms and conditions intent, memorandum of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding (A) on constituting, or before the expiration of the five (5) business day period following the delivery to Acquiror of providing for, any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Alternative Company (a “Matching Bid”), in response to such Superior Offer, Transaction Proposal or (B) following receipt of a Matching Bid within requiring it (or that would require it) to abandon, terminate or fail to consummate the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding Merger. Notwithstanding anything to the contrary set forth hereinin this Section 5.3(d), at any time prior to obtaining the approval of the shareholders of Company Stockholder Approval, the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, subject to compliance with Section 5.3(e), solely in response to (1) a material development Company Intervening Event, make a Company Adverse Recommendation Change under subclause (A) or change in circumstances occurring, arising or coming (to the attention of such Board of Directors after the date hereof extent related to subclause (and not relating to any Acquisition ProposalA)) (such material development E) of the definition thereof or change in circumstances, an “Intervening Event”(2) a Superior Company Proposal that did not result from a breach of Section 5.3(a), make a Change of Company Adverse Recommendation if such Change, if, in either case, the Company Board of Directors has concluded determines in good faith, faith after consultation with its outside legal advisorscounsel and financial advisor, that, in light of such Intervening Event, that the failure of to take such Board of Directors to effect such a Change of Recommendation action would be reasonably likely to result in a breach of inconsistent with its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsLaw. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. Neither the Board of Directors of the Company nor any committee thereof shall (i) effect a Change in the Company Recommendation or (ii) approve any letter of intent, memorandum of understanding, merger agreement or other agreement relating to, or that may reasonably be expected to lead to, any Takeover Proposal. Notwithstanding Section 5.2(a), in response to the receipt of a Superior Offer that has not been withdrawnforegoing, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition in effect a manner adverse to Acquiror its Recommendation, and Change in the case of a Superior Offer Company Recommendation; provided, that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions Company determines in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror good faith, after consultation with written notice its outside legal counsel, that the failure to do so would be reasonably likely to be inconsistent with the fiduciary duties owed by the Company's Board of its intention Directors to the shareholders of the Company under applicable Law; provided, further, that the Board of Directors of the Company may effect a Change of in the Company Recommendation (in response to a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to Superior Proposal only (i) after the Company provides to Parent a written notice (a "Notice of Superior Offer or Proposal") (iix) any material change to advising Parent that the terms Board of a Superior Offer to which a previous Change Directors of Recommendation Notice applies, which notice shall state expressly (I) that it the Company has received a Superior OfferProposal, (IIy) specifying the material terms and conditions of the such Superior Offer Proposal and the identity of including a copy thereof and (z) identifying the Person or group making the such Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)Proposal, (Bii) provided after negotiating in good faith with Parent to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so as would enable the Company to proceed with the Company Recommendation without a Change in the Company Recommendation if and to the extent Parent elects to seek to make such adjustments; provided, however, that Parent shall not be obliged to propose or agree to any such adjustment, and (iii) if Parent does not, within the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either earlier of (A) on or before the expiration five calendar days of Parent's receipt of the five (5) business day period following the delivery to Acquiror Notice of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, Proposal or (B) following receipt three Business Days prior to the scheduled meeting of a Matching Bid within the five (5) business day period following shareholders of the delivery to Acquiror Company called for the purpose of any Change of Recommendation Noticeobtaining the Company Shareholder Approval, make an offer that the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of as favorable to the Company's shareholders as such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding anything to the contrary contained in Section 5.2(a5.3(a), in response to the receipt of a Superior Offer that has not been withdrawnOffer, (x) the Board of Directors of the Company may withhold, withdraw, amendamend or modify its recommendation in favor of the Merger, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the stockholders of the Company, may recommend that its shareholders the stockholders of the Company accept the tender or exchange offer (any of the foregoing actions, whether by a the Board of Directors of the Company or a committee thereof, a “Change of Recommendation”), (y) the Board of Directors of the Company, the Company or its Subsidiaries (including each of their respective directors, officers, employees, agents or other representatives) may approve, endorse, recommend any Superior Offer or recommend a Superior Offer, or (z) the Company or any of its Subsidiaries may execute or enter into, or propose to execute or enter into, any letter of intent of similar document or any contract, agreement or commitment (which may be conditioned on the termination of this Agreement) contemplating or otherwise relating to any Superior Offer or transaction contemplated thereby, if all of the following conditions in clauses (1i) through (5vi) are met: (1i) The Scheme Meeting the Board of Directors of the Company determines in good faith after consultation with the Company’s financial advisors and outside legal counsel, that a Superior Offer has been made and not occurredwithdrawn; (2ii) It The stockholders of the Company have not approved this agreement in accordance with applicable law; (iii) The Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business calendar days prior to publicly effecting a such Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (IA) that it the Company has received a Superior Offer, (IIB) the material final terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (IIIC) that it the Company intends to effect a Change of Recommendation and Recommendation; (iv) After delivering the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)Recommendation Notice, (B) provided to Acquiror the Company shall provide Parent with a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that during such five calendar day period, and negotiate in good faith with respect thereto during such five calendar day period, as would enable the transactions contemplated hereby may be effected Company to proceed with its recommendation to stockholders in favor of approval and so that adoption of this Agreement and approval of the transaction theretofore determined to be Merger without making a Superior Offer no longer constitutes a Superior OfferChange of Recommendation; (3v) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith shall have determined (at a meeting A) after consultation with its financial advisor, that the terms of the Board of Directors Superior Offer is more favorable to the stockholders of the Company at which than the Merger (as it consults prior may be adjusted pursuant to such determination with its outside legal counsel paragraph (iv) above) and its financial advisors (including the Independent Financial Advisor)B) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would reasonably be reasonably likely expected to result in a breach of its the Board of Directors’ fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors to the stockholders of the Company under applicable law; and (vi) The Company shall not make have breached any Change of Recommendation other than the provisions set forth in compliance with and as permitted by Section 5.2 or this Section 5.4(d)5.3.

Change of Recommendation. (i) Notwithstanding Section 5.2(a), anything in response this Agreement to the receipt of a Superior Offer that has contrary, prior to the time, but not been withdrawnafter, the Board Company Requisite Vote is obtained, if an Acquisition Proposal that did not otherwise result from a material breach of Directors of Section 6.1 is received by the Company may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its RecommendationCompany, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination faith, after consultation with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)advisor(s) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be such Acquisition Proposal would constitute a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to if the attention of such Board of Directors of the Company has determined in good faith after consultation with its financial advisor(s) and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the date hereof directors’ duties under applicable Law, (and x) effect a Change of Recommendation and/or (y) terminate this Agreement pursuant to Section 8.1(d)(ii) in order to enter into a definitive written agreement providing for such Superior Proposal; provided, however, that the Company pays to Parent any Company Termination Payment required to be paid pursuant to Section 8.2(b)(i) at or prior to the time of such termination (it being agreed that such termination shall not relating be effective unless such fee is so paid); provided further, that, (A) the Company will not be entitled to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if or terminate this Agreement in accordance with Section 8.1(d)(ii) unless (i) the Company delivers to Parent a written notice (such notice, a “Company Notice”) advising Parent that the Company’s Board of Directors intends to take such action and containing the material terms and conditions of the Superior Proposal that is the basis of the proposed action of the Board of Directors of the Company (including the identity of the party making such Superior Proposal and a written summary of any additional material terms and conditions communicated orally), and shall include with such notice unredacted copies of the proposed transaction agreement (if any) and copies of any other documents evidencing or specifying the terms and conditions of such Acquisition Proposal, and (ii) at or after 5:00 p.m., New York City time, on the fourth Business Day immediately following the day on which the Company delivered the Company Notice (such period from the time the Company Notice is provided until 5:00 p.m. New York City time on the fourth (4th) Business Day immediately following the day on which the Company delivered the Company Notice, the “Notice Period”), (B) after giving such Company Notice and prior to taking any action described in clauses (x) or (y) above, the Company shall negotiate in good faith with Parent (to the extent requested by Parent), to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal and (C) at the end of the Notice Period, prior to and as a condition to taking any action described in clauses (x) or (y) above, the Board of Directors of the Company shall take into account in good faith any changes to the terms of this Agreement proposed in writing by Parent in response to the Company Notice and any other information offered by Parent in response to the Company Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor(s) that such Acquisition Proposal continues to constitute a Superior Proposal, if such changes offered in writing by Parent (if any) were to be given effect. Any revision, amendment, update or supplement to the consideration or any other material terms of any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 6.1(d) and this Section 6.1(c)(i) and require a new Company Notice, except that references in this Section 6.1(c)(i) to “four (4) Business Days” shall be deemed to be references to “two (2) Business Days” and such two (2) Business Day period shall expire at 5:00 p.m. on the second (2nd) Business Day immediately following the day on which such new Company Notice is delivered (it being understood and agreed that in no event shall any such additional two (2) Business Day Notice Period be deemed to shorten the initial four (4) Business Day Notice Period). (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, the Board of Directors of the Company may effect a Change of Recommendation if (x) an Intervening Event has concluded occurred, and (y) prior to taking such action, the Board of Directors of the Company has determined in good faith, after consultation with its outside legal advisorscounsel and its financial advisor(s), that, that failure to take such action in light of response to such Intervening Event, Event would reasonably be expected to be inconsistent with the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary directors’ duties under applicable Legal RequirementsLaw; provided, however, that prior to effecting such Change of Recommendation, (A) the Company shall send to Acquiror written give Parent a Company Notice four (4) Business Days in advance, which notice shall include a reasonably detailed description of its intention to effect a Change of Recommendationsuch Intervening Event, specifying in reasonable detail the reasons therefor, at least five (5B) business days after giving such Company Notice and prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror negotiate in good faith with an opportunity Parent (to meet the extent requested by Parent), to make revisions to the terms of this Agreement and discuss (C) at the basis for end of the Notice Period, prior to and as a condition to effecting a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludesshall take into account in good faith any changes to the terms of this Agreement proposed in writing by Parent in response to the Company Notice and any other information offered by Parent in response to the Company Notice, and shall have determined in good faith after consultation with its outside legal advisors, counsel and its financial advisor(s) that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be reasonably likely expected to result in a breach of its fiduciary be inconsistent with the directors’ duties under applicable Legal RequirementsLaw if such changes proposed in writing by Parent (if any) were to be given effect. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Subject to the provisions of Section 5.2(a)5.2 and Section 5.3, in response to the receipt of a Superior Offer that has not been withdrawnOffer, (x) the Board of Directors of the Company may withhold, withdraw, amendamend or modify its recommendation in favor of the Merger, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the stockholders of the Company, may recommend that its shareholders the stockholders of the Company accept the tender or exchange offer (any of the foregoing actions, whether by a the Board of Directors of the Company or a committee thereof, a “Change of Recommendation”), (y) the Board of Directors of the Company, the Company or its Subsidiaries (including each of their respective directors, officers, employees, agents or other representatives) may approve, endorse, or recommend any Superior Offer, or (z) the Company or any of its Subsidiaries may execute or enter into or propose to execute or enter into any letter of intent or similar document or any contract, agreement or commitment (which may be conditioned on the termination of this Agreement) contemplating or otherwise relating to any Superior Offer or transaction contemplated thereby, if all of the following conditions in clauses (1i) through (5vii) are met: (1i) The Scheme Meeting the Board of Directors of the Company determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that a Superior Offer has been made and not occurredwithdrawn; (2ii) It the stockholders of the Company have not approved this Agreement in accordance with applicable law; (iii) the Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days Business Days prior to publicly effecting a such Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (IA) that it the Company has received a Superior Offer, (IIB) the material final terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, Offer and (IIIC) that it the Company intends to effect a Change of Recommendation and Recommendation; (iv) after delivering the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)Recommendation Notice, (B) provided to Acquiror the Company shall provide Parent with a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that during such five-Business Day period, and negotiate in good faith with respect thereto during such five-Business Day period, as would enable the transactions contemplated hereby may be effected and so that the transaction theretofore determined Company to be proceed with its recommendation to stockholders in favor of adoption of this Agreement without making a Superior Offer no longer constitutes a Superior OfferChange of Recommendation; (3v) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith shall have determined (at a meeting A) after consultation with its financial advisor, that the terms of the Board of Directors Superior Offer are more favorable to the stockholders of the Company at which than the terms of the Merger (as it consults prior may be adjusted pursuant to such determination with its outside legal counsel paragraph (iv) above) and its financial advisors (including the Independent Financial Advisor)B) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would reasonably be reasonably likely expected to result in a breach of its the Board of Directors’ fiduciary duties to the stockholders of the Company under applicable Legal Requirements.law; (iiivi) The Board of Directors of the Company shall not make have breached any Change of Recommendation other than the provisions set forth in compliance with and as permitted by Section 5.2 or this Section 5.4(d)5.3; and (vii) the Company shall have used all commercially reasonable efforts to mail the Proxy Statement to the stockholders of the Company as promptly as practicable after the date hereof.

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in In response to the receipt of a Superior Offer that has not been withdrawnOffer, the Board of Directors of the Company may withhold, withdraw, amendamend or modify its recommendation in favor of the Merger, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the stockholders of the Company, may recommend that its shareholders the stockholders of the Company accept the tender or exchange offer (any of the foregoing actions, whether by a the Board of Directors of the Company or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1i) through (5v) are met: (1i) A Superior Offer with respect to the Company has been made and has not been withdrawn; (ii) The Scheme Stockholders’ Meeting has not occurred; (2iii) It The Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to publicly effecting a such Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (IA) that it the Company has received a Superior Offer, (IIB) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (IIIB) that it the Company intends to effect a Change of Recommendation and Recommendation; (iv) After delivering the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)Recommendation Notice, (B) provided to Acquiror the Company shall provide Parent with a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected during such five-day period, and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines negotiate in good faith (at a meeting with respect thereto during such five-day period, as would enable the Company to proceed with its recommendation to stockholders in favor of approval and adoption of this Agreement and approval of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect Merger without making a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsRecommendation; and (5v) It The Company shall not have materially breached any of the provisions set forth in Section 5.2 or this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal5.3. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in response to Following the receipt of a Takeover Proposal received by the Company on or before the Initial Proposal Deadline that as of the Final Change Deadline is a Superior Offer that has not been withdrawnProposal, the Board of Directors of (or a committee thereof) may, on or before the Final Change Deadline, cause the Company may withhold, withdraw, amend, modify, qualify to terminate this Agreement pursuant to Section 7.1(c)(i) and (x) enter into or condition in seek to enter into an Alternative Acquisition Agreement with respect to a manner adverse to Acquiror its Recommendation, and Superior Proposal or (y) in the case of a Superior Offer Proposal that is a tender offer or exchange offeroffer made directly to its stockholders, recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actionssuch termination, whether caused by a the Board of Directors or a committee thereof, and actions described under clause (x) or (y) above, a “Change of Recommendation”), if all of the following conditions in clauses (1i) through (5iv) are met: (1i) The Scheme Meeting the Superior Proposal has been made and has not occurredbeen withdrawn and continues to be a Superior Proposal; (2ii) It shall have the Company has (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least Parent five (5) business days Business Days’ prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to written notice which a previous Change of Recommendation Notice applies, which notice shall state expressly (Ix) that it has received a Superior OfferProposal, (IIy) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group making the Superior OfferProposal, and (IIIz) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)so, (B) provided made available to Acquiror a copy of Parent all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives Proposal in connection with such Superior Proposal not otherwise made available to Parent, and (C) provided Acquiror with the opportunity during such five (5) Business Day period, if requested by Parent, engaged in good faith negotiations to meet and discuss a modification of the terms and conditions of amend this Agreement so in such a manner that the transactions contemplated hereby may be effected and so that the transaction theretofore Takeover Proposal which was determined to be a Superior Offer Proposal no longer constitutes is a Superior Offer; Proposal (3) Either (A) on or before for purposes of such determination, if the expiration consideration offered in a Superior Proposal is other than cash, Parent shall be deemed to have “matched” such Superior Proposal for purposes of the five (5) business day period following the delivery to Acquiror amount of any Change consideration of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior OfferProposal if the aggregate consideration offered by Parent has a value that is not less than the value of the consideration offered in the Superior Proposal, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, as determined in good faith by the Board of Directors (or a committee thereof), after consultation with and taking into account the advice of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisoradvisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4iii) Its Board of Directors has concluded in good faith, following consultation the Company shall have complied with its outside legal counsel, that, in light of such Superior Offer Section 5.2(c) and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached in any material respect any of the other provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal.5.2; and (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (Aiv) the Company shall send have paid to Acquiror written notice of its intention to effect a Change of Recommendation, specifying Parent the termination fee set forth in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d7.2(d).

Change of Recommendation. (a) Except as expressly permitted by this Section 7.9, neither the CFI Board nor any committee thereof (including the Special Committee) shall (i) Notwithstanding Section 5.2(a), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, modify or qualify or condition (in a manner adverse to Acquiror its RecommendationCC), and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (publicly propose to do any of the foregoing actionsforegoing, whether by a Board of Directors the Recommendation or a committee thereof, (ii) fail to include the Recommendation in the Proxy Statement (any such action being referred to as a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met:. (1b) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Requisite CFI Stockholder Approvals are obtained, the Special Committee may effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to in which case the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice CFI Board shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a corresponding Change of Recommendation), (B) provided to Acquiror a copy of all materials if, and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer;only if: (3i) Either (A) on the CFI Board or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company Special Committee determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its financial advisor and outside legal advisorscounsel, that, in light of such Intervening Event, the that failure of such Board of Directors to effect such a Change of Recommendation do so would be reasonably likely to result in a breach of its inconsistent with the directors’ fiduciary duties under applicable Legal Requirements; providedLaw and CFI shall have complied with all of its obligations under this Section 7.9; (ii) CFI shall have provided prior written notice to CC, howeverat least three Business Days in advance, that (A) the Company shall send to Acquiror written notice of its intention CFI Board or the Special Committee intends to effect a Change of Recommendation, specifying which notice shall specify, in reasonable detail the reasons therefor, at least five basis for the Change of Recommendation; (5iii) business days after providing such notice and prior to the Special Committee and the CFI Board effecting a such Change of Recommendation, CFI shall, and shall cause its Representatives to, negotiate with CC in good faith (Bto the extent CC desires to negotiate) the Company shall provide Acquiror with an opportunity during such three Business Day period to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to make such adjustments in the terms and conditions of this Agreement as would permit the Special Committee and the CFI Board not to effect a Change of Recommendation; and (iv) the Special Committee shall have considered in response thereto so good faith any changes to this Agreement that the transactions contemplated hereby may be effected offered in writing by CC no later than 5:00 PM Eastern time on the third Business Day of such three Business Day period in a manner that would form a binding contract if accepted by CFI and (C) after such discussions, the Board of Directors of the Company concludesshall have determined, after consultation with its financial advisor and outside legal advisorscounsel, that failure of the failure CFI Board or the Special Committee to effect a Change of Recommendation would continue to be reasonably likely to result in a breach of its inconsistent with the directors’ fiduciary duties under applicable Legal Requirements. Law, if such changes were to be given effect; provided that in the event of any material change in the circumstances giving rise to the Change of Recommendation, CFI shall be required to deliver a new written notice to CC and to comply with the requirements of this Section 7.9 with respect to such new written notice, except that in such case the three Business Day period referenced to in Section 7.9(b)(ii) and (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d)be two Business Days.

Change of Recommendation. (i) Notwithstanding Section 5.2(a5.6(b), in response at any time prior to the receipt of a Superior Offer that has not been withdrawnSeller Stockholder Approval, the Board of Directors of the Company may withholdSeller may, withdraw, amend, modify, qualify or condition solely in a manner adverse response to Acquiror its Recommendation, and in the case of a Superior Offer that is Proposal or an Intervening Event, make a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”)Recommendation or terminate this Agreement in accordance with Section 7.1, if all of the following conditions in clauses (1i) through (5v) are met: (1i) The Scheme Meeting in the case of a Superior Proposal, such Superior Proposal has not occurredbeen withdrawn and continues to be a Superior Proposal; (2ii) It Seller shall have (A) provided Acquiror with delivered to Buyer written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days Business Days prior to publicly effecting a such Change of Recommendation that relates in response to (i) a Superior Offer Proposal or an Intervening Event (ii) any material change and, if applicable, of its intention to the terms of terminate this Agreement in response to a Superior Offer to Proposal) which a previous Change of Recommendation Notice applies, which notice shall state expressly (I1) that it Seller has received a Superior OfferProposal or determined the existence of an Intervening Event, (II2) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group making the Superior OfferProposal or, in the case of an Intervening Event, describe in reasonable detail the cause and factors constituting such Intervening Event, and (III3) that it Seller intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), so; (B) provided provide to Acquiror Buyer a copy of all materials and information delivered or made available to the Person or group making the Superior Offer Proposal (to the extent not previously delivered or any of its Representatives made available to Buyer) in accordance with Section 5.7(c)(i); and (C) provided Acquiror with during the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the aforementioned five (5) business day period following Business Day period, if requested by Buyer, engaged in good faith negotiations to amend this Agreement in such a manner that the delivery to Acquiror Superior Proposal would no longer be a Superior Proposal or, in the case of any an Intervening Event, obviates the need for a Change of Recommendation NoticeRecommendation; (iii) Buyer shall not have, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the aforementioned five (5) business day period following the delivery to Acquiror of any Change of Recommendation NoticeBusiness Day period, the made an offer that Seller’s Board of Directors of the Company determines has in good faith determined (at a meeting after the receipt of the Board of Directors of the Company at which it consults prior to such determination advice from and consultation with its outside legal counsel and its financial advisors (including the Independent Seller Financial Advisor)) results in the Alternative Transaction Proposal that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues had been determined to be a Superior OfferProposal no longer being a Superior Proposal or, in the case of an Intervening Event, addresses the basis for a Change of Recommendation; (4iv) Its the Board of Directors of Seller has concluded in good faith, following after receipt of advice from and consultation with its outside legal counsel, that, in light of such Superior Offer Proposal or Intervening Event and after taking into consideration considering any adjustments or negotiations pursuant to the Matching Bidpreceding clause (ii), if any, the failure of the that Seller’s Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the Directors’ failure to effect a Change of Recommendation would be reasonably likely to result in a breach of inconsistent with its fiduciary duties obligations to the stockholders of Seller under applicable Legal Requirements.Delaware Law; and (iiiv) The Board of Directors of Seller shall have previously complied in all material respects with the Company shall not make any Change of Recommendation other than provisions set forth in compliance with and as permitted by this Section 5.4(d)5.7(d) with respect to such Alternative Transaction Proposal.

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in response to the receipt of a Superior Offer that has The Company Board or any committee thereof shall not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify amend or condition modify in a manner adverse to Acquiror Parent its recommendation to the Company's shareholders in favor of the Company Shareholder Approval for any reason (a "Change of Recommendation, and in ") unless: (i) the case of Company Shareholder Approval has not yet been obtained; (ii) a Superior Offer is made to the Company that is not withdrawn and is determined in good faith by the Company Board, immediately prior to adopting a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention resolution to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice appliesRecommendation, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4iii) Its such Superior Offer shall not have arisen from a material breach of the solicitation restrictions set forth in Section 5.3(a) or was not otherwise submitted as a result of a violation of Section 5.3(a); (iv) the Company shall have provided to Parent twenty-four (24) hours prior written notice (a "Section 5.3(d) Notice") of any meeting of the Company Board at which the Company Board intends to consider effecting a Change of Directors Recommendation in response to an Acquisition Proposal, together with a copy of the draft definitive written agreement relating to such Acquisition Proposal and the identity of the Person or Group making such Acquisition Proposal; (v) during the twenty-four (24) hour period referred to in subclause (iv) above, if requested by Parent, the Company shall have engaged in good faith negotiations with Parent to amend this Agreement in such a manner that the Acquisition Proposal referred to in subclause (iv) above shall not be a Superior Offer (it being understood that any change in, or addition of, material terms or conditions set forth in the draft definitive agreement relating to the Acquisition Proposal referred to in subclause (iv) above shall require a new Section 5.3(d) Notice to Parent and a new twenty-four (24) hour period under this subclause (v)); and (vi) the Company Board has concluded in its good faith, following reasonable judgment, after consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration (respecting which the Matching BidCompany has been provided a Section 5.3(d) Notice), if any, that the failure of the Company Board of Directors to effect a Change of Recommendation would reasonably be reasonably likely expected to result in a breach of its fiduciary duties to the Company's shareholders under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) . In addition, and notwithstanding anything any provision to the contrary set forth hereinin this Section 5.3, at any time prior to obtaining the approval of the shareholders of time the Company of this Agreement and the Scheme of ArrangementShareholder Approval has been obtained, the Company Board of Directors of the Company may, in response to a material development or change in material circumstances occurringoccurring or arising after the Agreement Date, arising the existence and material consequences of which were neither known nor reasonably foreseeable by the Company Board at or coming prior to the attention of such Board of Directors after the date hereof Agreement Date (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “"Intervening Event”"), make a Change of Recommendation if such the Company Board of Directors has concluded in good faithfaith determined, after consultation with its outside legal advisorscounsel, that, in light of such Intervening Event, the failure of such the Company Board of Directors to effect such a Change of Recommendation would reasonably be reasonably likely expected to result in a breach of its fiduciary duties to the Company's shareholders under applicable Legal Requirements; providedprovided that, however, that (A) the Company Board shall send not be entitled to Acquiror written notice of exercise its intention right to effect make a Change of Recommendation, Recommendation pursuant to this sentence unless the Company has (x) provided to Parent at least three Business Days' prior written notice (unless the Intervening Event arises fewer than three Business Days prior to the Company Shareholders Meeting in which case such notice shall be given as promptly as practicable) advising Parent that the Company Board intends to take such action and specifying the reasons therefor in reasonable detail and (y) during such three Business Day period, if requested by Parent, engaged in good faith negotiations with Parent to amend this Agreement in such a manner that obviates the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis need for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors Recommendation as a result of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsIntervening Event. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a5.2(d), in response at any time prior to the earlier to occur of the Offer Closing and the Company’s receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company Stockholder Approval, the Company Board may withholdeffect a Company Adverse Recommendation Change only if the Company Board determines in good faith, withdrawAfter Consultation, amendthat the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Notwithstanding anything to the contrary, modifythe Company Board shall not be permitted to make a Company Adverse Recommendation Change or, qualify solely with respect to a Superior Proposal, terminate this Agreement pursuant to Section 7.1(c)(ii) unless theretofore (x) the Company shall have provided to Parent and Purchaser no fewer than three (3) Business Days advance written notice of the Company’s intention to make a Company Adverse Recommendation Change or condition in a manner adverse to Acquiror its Recommendationterminate this Agreement pursuant to Section 7.1(c)(ii), and in the case of a Company Adverse Recommendation Change not being made in respect of a Superior Offer that is a tender or exchange offerProposal, recommend that its shareholders accept specifying the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation reasons therefor (a “Change Notice of Intended Recommendation NoticeChange”) at least five and (5) business days prior to effecting a Change of Recommendation that relates to y): (i) a Superior Offer or (ii) any material change to the terms if such Company Adverse Recommendation Change is not being made in respect of a Superior Offer Proposal, during such three (3) Business Day period, if requested by Parent, the Company shall engage in good faith negotiations with Parent to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of amend the terms and conditions of this Agreement so in such a manner that would enable the Company Board to determine in good faith, After Consultation, that it is no longer necessary for the Company Board to make a Company Adverse Recommendation Change; or (ii) if such Company Adverse Recommendation Change or termination is being made in respect of a Superior Proposal: (1) the Notice of Intended Recommendation Change shall further specify the identity of the party making such Superior Proposal and the material terms thereof and copies of all relevant documents relating to such Superior Proposal (it being hereby understood and agreed that any material amendment to the terms of any such Superior Proposal (including any amendment to any price term thereof), shall require a new Notice of Intended Recommendation Change and again require compliance with the requirements of this Section 5.2(e), except that the transactions contemplated hereby may be effected advance written notice period and so that the transaction theretofore determined corresponding references in clause (x) of this Section 5.2(e) to be a Superior Offer no longer constitutes a Superior Offer; three (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which Business Days shall be binding and enforceable against Acquiror and capable reduced to two (2) Business Days for any such new Notice of acceptance by Intended Recommendation Change); and (2) after providing the Notice of Intended Recommendation Change, the Company (a “Matching Bid”)shall, in response to such Superior Offerand shall cause its Representatives to, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines negotiate with Parent and Purchaser in good faith (at a meeting of to the Board of Directors of extent Parent and Purchaser have notified the Company at which it consults prior of their intention to negotiate) during such determination with its outside legal counsel three (3) Business Day period (or two (2) Business Day period in the case of a new Notice of Intended Recommendation Change) to amend the terms and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company conditions of this Agreement and the Scheme other agreements contemplated hereby; and (iii) in the case of Arrangementeach of the immediately preceding clause (i) or clause (ii) of this Section 5.2(e), the Company Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded shall have considered in good faith, after consultation with its outside legal advisorsAfter Consultation, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification amendments to the terms and conditions of this Agreement (including any increase in response thereto so that the transactions Offer Price and Merger Consideration) and the other agreements contemplated hereby that may be effected offered in writing by Parent no later than 5:00 p.m., New York City time, on the third Business Day of such three (3) Business Day period (or the first (1st) Business Day of such two (2) Business Day period for any such new Notice of Intended Recommendation Change) and shall have determined (CA) after such discussions, in the Board case of Directors of the Company concludes, after consultation with its outside legal advisorsa Superior Proposal, that the failure Superior Proposal would nevertheless continue to constitute a Superior Proposal if such amendments were to be given effect or (B) in the case of a Company Adverse Recommendation Change not being made in respect of Recommendation a Superior Proposal, no amendment to the terms and conditions of this Agreement has been so offered by Parent which, if given effect, would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of enable the Company shall not Board to determine in good faith, After Consultation, that it is no longer necessary for the Company Board to make any Change of a Company Adverse Recommendation other than in compliance with and as permitted by this Section 5.4(d)Change.

Change of Recommendation. (i) Notwithstanding anything to the contrary contained in Section 5.2(a5.3(a), in response to the receipt of a Superior Offer that has not been withdrawnOffer, (x) the Board of Directors of the Company may withhold, withdraw, amendamend or modify its recommendation in favor of the Merger, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the stockholders of the Company, may recommend that its shareholders the stockholders of the Company accept the tender or exchange offer (any of the foregoing actions, whether by a the Board of Directors of the Company or a committee thereof, a “Change of Recommendation”), (y) the Board of Directors of the Company, the Company or its Subsidiaries (including each of their respective directors, officers, employees, agents or other representatives) may approve, endorse, or recommend any Superior Offer or recommend a Superior Offer, or (z) the Company or any of its Subsidiaries may execute or enter into or propose to execute or enter into any letter of intent or similar document or any contract, agreement or commitment (which may be conditioned on the termination of this Agreement) contemplating or otherwise relating to any Superior Offer or transaction contemplated thereby, if all of the following conditions in clauses (1i) through (5vi) are met: (1i) The Scheme Meeting the Board of Directors of the Company determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that a Superior Offer has been made and not occurredwithdrawn; (2ii) It the stockholders of the Company have not approved this Agreement in accordance with applicable law; (iii) the Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days three Business Days prior to publicly effecting a such Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (IA) that it the Company has received a Superior Offer, (IIB) the material final terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, Offer and (IIIC) that it the Company intends to effect a Change of Recommendation and Recommendation; (iv) after delivering the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)Recommendation Notice, (B) provided to Acquiror the Company shall provide Parent with a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that during such three-Business Day period, and negotiate in good faith with respect thereto during such three-Business Day period, as would enable the transactions contemplated hereby may be effected and so that the transaction theretofore determined Company to be proceed with its recommendation to stockholders in favor of adoption of this Agreement without making a Superior Offer no longer constitutes a Superior OfferChange of Recommendation; (3v) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith shall have determined (at a meeting A) after consultation with its financial advisor, that the terms of the Board of Directors Superior Offer are more favorable to the stockholders of the Company at which than the Merger (as it consults prior may be adjusted pursuant to such determination with its outside legal counsel paragraph (iv) above) and its financial advisors (including the Independent Financial Advisor)B) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would reasonably be reasonably likely expected to result in a breach of its the Board of Directors’ fiduciary duties to the stockholders of the Company under applicable Legal Requirements.law; and (iiivi) The Board of Directors of the Company shall not make have breached in any Change material respect any of Recommendation other than the provisions set forth in compliance with and as permitted by Section 5.2 or this Section 5.4(d)5.3.

Change of Recommendation. (i) Notwithstanding Section 5.2(a)At any time prior to adoption of this Agreement by the Required Company Stockholders, other than in response to the receipt of a Superior Offer that has not been withdrawnconnection with an Acquisition Proposal, the Board of Directors of the Company may take the actions prohibited by clause (iii) of Section 5.2(b) (and in each case modify accordingly the statement of the Company’s Board of Directors included or to be included in the Proxy Statement pursuant to clause (ii) of Section 5.2(b)) if the Board of Directors of the Company determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would reasonably be expected to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that the Company shall have, at least three (3) days prior to taking such action, provided to Parent written notice which shall state expressly that the Company intends to take such action. (ii) In response to the receipt of a Superior Offer, the Board of Directors of the Company may (A) withhold, withdraw, amend, modify, qualify amend or condition in a manner adverse to Acquiror its modify the Board Recommendation, (B) approve, endorse or recommend any Acquisition Proposal, (C) to the extent permitted by Section 7.1(i), enter into a binding written agreement concerning an Acquisition Proposal, and (D) in the case of a Superior Offer that is a tender or exchange offeroffer made directly to its stockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (and in each case modify accordingly the statement of the Company’s Board of Directors included or to be included in the Proxy Statement pursuant to clause (ii) of Section 5.2(b)) (any of the foregoing actionsactions in response to the receipt of a Superior Offer, whether by a the Board of Directors of the Company or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) A Superior Offer with respect to it has been made and has not been withdrawn; (2) The Scheme Company Stockholders’ Meeting has not occurred; (23) It The Company shall have (A) provided Acquiror with written notice of its intention at least three (3) days prior to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior Recommendation, provided to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to Parent written notice which a previous Change of Recommendation Notice applies, which notice shall state expressly (I1) that it the Company has received a such Superior Offer, (II2) the material terms and conditions of the such Superior Offer and the identity of the Person or group making the Superior Offer, and (III3) that it the Company intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood so, and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination complied with its outside legal counsel obligations pursuant to Section 5.3(b) and its financial advisors (including the Independent Financial Advisor)Section 5.3(c)(i) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a in connection with such Superior Offer; (4) Its The Board of Directors of the Company has concluded in good faith, following after consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if anyOffer, the failure of the Board of Directors to effect a Change of Recommendation would reasonably be reasonably likely expected to result in a breach of its fiduciary duties to its stockholders under applicable Legal Requirements; and (5) It The Company shall not have materially breached (directly or indirectly) any of the provisions set forth in Section 5.2 or this Section 5.4 (including Section 5.4(b)) in connection 5.3, as applicable, with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior respect to obtaining the approval of the shareholders of the Company of this Agreement such Superior Offer and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a which breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirementsis continuing. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in response anything to the receipt of a Superior Offer that has contrary in this Agreement, at any time prior to the time, but not been withdrawnafter, the Board of Directors of Requisite Company Vote is obtained, the Company Board may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect make a Change of Recommendation (x) following receipt of an Acquisition Proposal after the execution of this Agreement that did not result from a material breach of this Section 6.2 and that the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal or (y) solely in response to a material event, occurrence, development or state of facts or circumstances, not related to an Acquisition Proposal, and that first occurred following the execution of this Agreement and was neither known to, nor reasonably foreseeable by, the Company Board prior to the date of this Agreement (an “Intervening Event”), in each case referred to in clauses (x) and (y) above, only if the Company Board determines in good faith, after consultation with outside legal counsel, that failure to take such action would reasonably expected to be inconsistent with the directors’ duties under applicable Law, and may also terminate this Agreement pursuant to Section 8.3(a) to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; provided, however, that the Company Board shall not take such action unless: (i) the Company shall have complied with its obligations under this Section 6.2 in all material respects; (ii) the Company shall have provided prior written notice (a “Change of Recommendation Determination Notice”) to Parent at least five 72 hours in advance of taking such actions (5the “Notice Period”) business days prior to effecting a Change of Recommendation the effect that relates the Company Board intends to (i) take such action and specifying in reasonable detail the circumstances giving rise to such proposed action, including, in the case such action is proposed to be taken in connection with a Superior Offer or (iiProposal, the information specified by Section 6.2(c) any material change with respect to the terms of such Superior Proposal, including a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions copy of the Superior Offer relevant proposed transaction agreements with, and the identity of of, the Person or group party making the Superior OfferAcquisition Proposal; (iii) the Company shall have, and shall have caused its financial and legal advisors to have, during the Notice Period, negotiated with Parent and its Representatives in good faith (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (Cextent Parent desires to negotiate) provided Acquiror with the opportunity to meet and discuss a modification of make such adjustments to the terms and conditions of this Agreement so such that the transactions failure to take such action would no longer be inconsistent with the directors’ duties under applicable Law; provided, however, that in the event of any amendment to the financial terms or any other material terms of such Superior Proposal, the Company shall be required to deliver a new Determination Notice to Parent and to comply with the requirements of this Section 6.2(f)(iii) with respect to such new Determination Notice and the revised Superior Proposal contemplated hereby may be effected and so thereby, except that the transaction theretofore determined Notice Period commencing upon the delivery of such new Determination Notice shall be reduced to be a Superior Offer no longer constitutes a Superior Offer48 hours; (3iv) Either (A) on at or before the expiration of the five (5) business day period following the delivery to Acquiror end of any Change of Recommendation Noticesuch Notice Period, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded determined in good faith, after consultation with its financial advisor and outside legal advisorscounsel, that, in light of that failure to take such Intervening Event, action would continue to be inconsistent with the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary directors’ duties under applicable Legal RequirementsLaw (taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination pursuant to clause (iii) above); providedand (v) in the event of a termination of this Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of have validly terminated this Agreement in response thereto so that the transactions contemplated hereby may be effected accordance with Section 8.3 and (C) after such discussions, the Board of Directors of paid the Company concludes, after consultation Termination Fee in accordance with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. Section 8.5. After twice complying with clause (iii) The Board of Directors of above with respect to any such Superior Proposal, the Company and the Company Board shall have no further obligations under clause (iii) with respect to any such Superior Proposal and the Company Board shall not make be required to comply with such obligations with respect to any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d)such Superior Proposal.

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in response anything to the receipt of a Superior Offer that has not been withdrawncontrary in this Agreement, at any time prior to the time the Company Stockholder Approval is obtained, the Company Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect make a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) in response to a Superior Offer Proposal actually received by the Company or (ii) any material change other than in connection with a Superior Proposal, in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that affects the business, assets or operations of the Company that was neither known to, nor reasonably foreseeable by, the Company Board prior to the terms Agreement Date, in either case of (i) or (ii), if the Company Board determines in good faith (after consultation with outside legal counsel and its financial advisors) that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, and may also terminate this Agreement pursuant to Section 7.1 to enter into an Alternative Acquisition Agreement with respect to a Superior Offer to which a previous Change of Recommendation Notice appliesProposal; provided, which notice however, that the Company Board shall state expressly not take any such action unless: (I) that it has received a Superior Offer, (IIi) the material terms Company shall have complied with its obligations under Section 5.3(a) and conditions of this Section 5.3(e) (other than, in each case, de minimis non-compliance); (ii) the Superior Offer and Company shall have provided prior written notice (a “Determination Notice”) to Parent at least four (4) Business Days in advance (the identity of “Notice Period”) to the Person or group making effect that the Superior Offer, and (III) that it Company Board intends to take such action to effect a Change of Recommendation and specifying in reasonable detail the manner circumstances giving rise to such proposed action, including, in which it intends the case such action is proposed to do so be taken in connection with a Superior Proposal, the information specified by Section 5.3(c) with respect to such Superior Proposal (it being understood and agreed that the determination by the Company Board that an Acquisition Proposal is, or would be reasonably likely lead to, a Superior Proposal (provided that, for the avoidance of doubt, such notice determination has not been disclosed to any third party that is not a Representative of the Company) and such statement the delivery of a Determination Notice shall not constitute not, in and of themselves, be deemed a Change of Recommendation); (iii) the Company shall have, and shall cause its Representatives to have, during the Notice Period, negotiated with Parent and its Representatives in good faith (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (Cextent Parent desires to negotiate) provided Acquiror with the opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so such that the transactions contemplated hereby may be effected and so that the transaction theretofore determined failure to be a Superior Offer take such action would no longer constitutes be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that following every subsequent revision to the terms of such Superior Proposal, the Company shall be required to deliver a new Determination Notice to Parent and to comply with the requirements of Section 5.3(e)(ii) and this Section 5.3(e)(iii) with a new Notice Period with respect to such new Determination Notice and the revised Superior OfferProposal contemplated thereby; provided, further, however, that for purposes of any new Determination Notice delivered pursuant to and in accordance with the immediately preceding proviso, the Notice Period with respect thereto shall be the greater of (x) the remaining portion of the Notice Period with respect to the Determination Notice provided with respect to the original Superior Proposal, and (y) at least two (2) Business Days in advance; (3iv) Either (A) on at or before the expiration of the five (5) business day period following the delivery to Acquiror end of any Change of Recommendation Noticesuch Notice Period, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines shall have determined in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination after consultation with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)advisors) that after taking into account the Matching Bid, that the Superior Offer failure to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of take such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors action to effect a Change of Recommendation would continue to be reasonably likely to result in a breach of its inconsistent with the directors’ fiduciary duties under applicable Legal RequirementsLaw (taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination pursuant to Section 5.3(e)(iii)); and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)v) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval event of the shareholders of the Company a termination of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to enter into an Alternative Acquisition Agreement with respect to a material development or change in circumstances occurringSuperior Proposal, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of have validly terminated this Agreement in response thereto so that the transactions contemplated hereby may be effected accordance with Section 7.1 and (C) after such discussions, the Board of Directors of the paid any Company concludes, after consultation Termination Fee in accordance with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsSection 7.4. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. The Company shall, and shall cause the Company Subsidiaries and its and their respective officers and directors to, and shall use its reasonable best efforts to cause its and the Company Subsidiaries’ other Representatives to, immediately cease any and all solicitation, encouragement, discussions, or negotiations with any persons (or provision of any information to any persons) with respect to any Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal. Promptly after the date hereof, the Company shall terminate access to any physical or electronic data rooms relating to such person’s consideration of an Acquisition Proposal. The Company shall enforce, and not waive, terminate, or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill, or other agreement entered into prior to the date hereof with any person in connection with such person’s consideration of an Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal; provided, that, if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law, the Company may, with prior written notice to Parent, waive such standstill solely to the extent necessary to permit the applicable Person (if it has not been solicited in violation of Section 6.6(a)(i) or (ii)) to make, on a confidential basis to the Company Board of Directors, an Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent, in each case, as contemplated by this Section 6.6. Notwithstanding the limitations set forth in this Section 6.6(a), if the Company receives, prior to the Company Shareholder Approval being obtained, a bona fide written Acquisition Proposal or an inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal that did not result from a breach of Section 6.6(a)(i) or (ii), which the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel and financial advisors (i) Notwithstanding Section 5.2(a), constitutes a Superior Proposal or would reasonably be expected to result in response a Superior Proposal and (ii) that failure to participate in negotiations with or provide information to the receipt Person proposing such Acquisition Proposal would reasonably be expected to result in a breach of a Superior Offer that has not been withdrawn, the Board of Directors fiduciary duties of the Company Board of Directors, the Company and the Company’s Representatives may withhold, withdraw, amend, modify, qualify contact the Person or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actionsits Representatives who has made such Acquisition Proposal, whether by a Board of Directors inquiry, proposal, or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates offer to (ix) a Superior Offer refer the inquiring, proposing or offering person to this Section 6.6, or (iiy) solely to clarify or ascertain facts regarding (and not to negotiate or engage in any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (IIdiscussions regarding or relating to) the material terms and conditions of the Superior Offer such Acquisition Proposal, inquiry, proposal, or offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby Company may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with inform itself about such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth hereininquiry, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement proposal, or offer and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirementsperson making it. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding the foregoing, at any time prior to obtaining approval of any of the Shareholder Proposals and subject to prior compliance with Section 5.2(a3.2(b), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors may make a Company Adverse Recommendation Change if: (i) an unsolicited Competing Transaction that the Board of Directors reasonably determines (after consultation with the Company’s outside counsel and financial advisors) constitutes a Superior Competing Transaction was made after the date hereof and not withdrawn; (ii) the Board of Directors determines in good faith (after taking into account advice of outside counsel) that, in light of such Superior Competing Transaction, the making of a Company Adverse Recommendation Change or termination of this Agreement is required in order for the Company may withholdBoard of Directors to comply with its fiduciary obligations to the Company’s shareholders under applicable Law; (iii) neither the Company, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case Company Subsidiaries nor any of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (their respective Representatives shall have violated any of the foregoing actions, whether by restrictions set forth in this Section 3.2 in any material respect; and (iv) the Company delivers written notice to the Investor (a “Notice of Superior Competing Transaction”) advising the Investor that the Board of Directors or a committee thereofintends to take such action and specifying the reasons therefor, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) including the material terms and conditions of any Superior Competing Transaction that is the Superior Offer and the identity basis of the Person or group making proposed action by the Superior Offer, and (III) that it intends to effect a Change Board of Recommendation and the manner in which it intends to do so Directors (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available any amendment to the Person or group making the Superior Offer financial terms or any other material term of its Representatives such Superior Competing Transaction shall require a new Notice of Superior Competing Transaction and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the new five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”Business Day period), in response to such Superior Offer, or and after the fifth (B5th) Business Day following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines Notice of Superior Competing Transaction to the Investor and after negotiating in good faith (at a meeting of with the Board of Directors of the Company at which it consults prior Investor during such period to make such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification adjustments to the terms and conditions of this Agreement in response thereto so that as would enable the Company to proceed with the Investment and the other transactions contemplated hereby may be effected and (C) after such discussionstaking into account any revised proposal made by the Investor since receipt of the Notice of Superior Competing Transaction, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, continues to determine in good faith that the failure to effect Competing Transaction constitutes a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsSuperior Competing Transaction. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a6.02(d), at any time prior to the Acceptance Time, the Company Board may, subject to compliance in all material respects with the other provisions of this Section 6.02, (x) terminate this Agreement pursuant to Section 9.01(f) in order to enter into an Acquisition Agreement providing for a Superior Proposal, or (y) effect an Adverse Recommendation Change in response to the receipt of a Superior Offer an Intervening Event; provided that has not been withdrawn, the Board of Directors of (1) the Company may withholdBoard determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and (2) in the case of Section 6.02(e)(x), the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that the applicable Takeover Proposal constitutes a Superior Offer Proposal and the Company terminates this Agreement pursuant to Section 9.01(f), (3) the Company has provided prior written notice to Parent and Merger Sub, at least four (4) Business Days in advance, that is a tender it will take the applicable action referred to in Section 6.02(e)(x) or exchange offer, recommend that its shareholders accept (y) and specifying in reasonable detail the tender or exchange offer reasons therefor (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change Notice of RecommendationIntended Recommendation Change”) (which notice shall not itself constitute an Adverse Recommendation Change), if and (4) the Company has complied in all of material respects with the following conditions in clauses (1) through (5) are metadditional covenants: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change if such action is being taken pursuant to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior OfferSection 6.02(e)(x), and if requested by Parent, after providing any such Notice of Intended Recommendation Change, the Company shall, and shall instruct its Representatives to, negotiate with Parent and Merger Sub in good faith during any such four (III4) that it intends to effect a Change of Recommendation and the manner in which it intends to do so Business Day period (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification amendment to the terms of any such Superior Proposal (and conditions in any event including any amendment to any price term thereof) shall require a new Notice of Intended Recommendation Change and compliance with the other requirements of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).6.02

Change of Recommendation. (i) Notwithstanding Except as otherwise provided in this Agreement, including this Section 5.2(a5.5(e), in response to the receipt board of a Superior Offer that has not been withdrawn, the Board of Directors directors of the Company may withholdshall not (i) withdraw (or qualify, withdraw, amend, modify, qualify amend or condition modify in a any manner adverse to Acquiror its RecommendationParent), and or propose publicly to withdraw (or qualify, amend or modify in any manner adverse to Parent), the case of a Superior Offer that is a tender Company Recommendation or exchange offer(ii) approve, recommend that its shareholders accept the tender or exchange offer declare advisable any Alternative Acquisition Proposal (any of the foregoing actions, whether by a Board of Directors such action in clause (i) or a committee thereof(ii), a “Change of Recommendation”). (ii) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, if all including Section 5.5(e)(i), at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have Company may (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (following a “Change bona fide written Alternative Acquisition Proposal that did not result from or arise out of Recommendation Notice”) at least five (5) business days prior to effecting a Change breach of Recommendation that relates to (i) this Section 5.5 and which the Company’s board of directors determines in good faith, in consultation with its financial advisors and outside legal counsel, is a Superior Offer or (ii) any material change Proposal, in each case, if and only if, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions fiduciary duties required of the Superior Offer Company’s board of directors under applicable Law and the identity of the Person or group making the Superior Offer, and (IIICompany complies with Section 5.5(e)(iii) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to bona fide written Alternative Acquisition Proposal which the Change Company’s board of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded directors determines in good faith, following in consultation with its financial advisors and outside legal counsel, thatis a Superior Proposal, in light terminate this Agreement for the purpose of entering into a definitive acquisition agreement, merger agreement or similar definitive agreement (an “Alternative Acquisition Agreement”) with respect to such Superior Offer Proposal, if, and after taking into consideration the Matching Bid, if anyonly if, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the Board Company’s board of Directors directors under applicable Law and the Company complies with Section 5.5(e)(iii) and, concurrently with entering into an Alternative Acquisition Agreement with respect to effect such Superior Proposal, the Company terminates this Agreement in accordance with the provisions of Section 7.1(c)(ii) (Definitive Agreement for Superior Proposal) and pays the applicable Termination Fee pursuant to Section 7.1(c)(ii). (iii) Prior to the board of directors of the Company effecting a Change of Recommendation would be reasonably likely or causing the Company to result terminate this Agreement for purposes of entering into an Alternative Acquisition Agreement, in a breach each case as permitted under Section 5.5(e)(ii), the Company shall have given Parent (A) at least four (4) Business Days’ prior written notice (it being understood and agreed that any material amendment to the amount or form of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) consideration payable in connection with the applicable Alternative Acquisition Proposal shall require a new notice and an additional two (2) Business Day period) of the Company’s intention to take such action, which shall include a description of the terms and conditions of the Superior Proposal, the identity of the Person making the Superior Proposal and a copy of any proposed definitive agreement(s) relating to such Superior Proposal and (B) an opportunity to liaise with the Company and its outside legal and financial advisors during the foregoing four (4) Business Day period (or subsequent two (2) Business Day period) to discuss the foregoing Superior Proposal and negotiate in good faith any adjustments or revisions to the terms and conditions of this Agreement proposed by Parent in response thereto, such that such Alternative Acquisition Proposal would no longer constitute a Superior Proposal. (ii) . In addition, and notwithstanding the foregoing or anything to the contrary set forth hereinin this Agreement, at any time prior to obtaining the approval Requisite Stockholder Approval, the board of the shareholders directors of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make may also effect a Change of Recommendation in response to an Intervening Event if such Board the board of Directors has concluded directors of the Company determines in good faith, after consultation with its the Company’s outside legal advisorscounsel, that, in light of such Intervening Event, that the failure of the board of directors of the Company to take such Board of Directors to effect such a Change of Recommendation action would be reasonably likely to result in a breach of inconsistent with its fiduciary duties under applicable Legal Requirements; providedLaw, however, provided that (A) the board of directors of the Company shall send to Acquiror have given Parent (i) at least five (5) Business Days’ prior written notice of its the Company’s intention to effect a Change of RecommendationRecommendation in response to such Intervening Event, specifying which shall include a description in reasonable detail of the reasons thereforapplicable Intervening Event, at least five and (5ii) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet liaise with the Company and its outside legal and financial advisors during the foregoing five (5)-Business Day period to discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto foregoing Intervening Event and negotiate in good faith any possible modification adjustments or revisions to the terms and conditions of this Agreement proposed by Parent in response thereto so that the transactions contemplated hereby may be effected and (C) after thereto, such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would no longer be reasonably likely to result in a breach of its inconsistent with the fiduciary duties of the Company’s board of directors under applicable Legal RequirementsLaw. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. Notwithstanding any provision of Section 6.02(e), at any time prior to the earlier to occur of the Offer Closing and obtaining the Stockholder Approval, the Company Board may effect an Adverse Recommendation Change only if the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Notwithstanding anything to the contrary, the Company Board shall not be entitled to exercise its right to make an Adverse Recommendation Change or, solely with regards to a Superior Proposal, terminate this Agreement pursuant to Section 9.01(f) (x) unless the Company shall have provided prior written notice to Parent and Sub, at least three (3) business days in advance, that it will effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 9.01(f) and specifying the reasons therefor (a “Notice of Intended Recommendation Change”) and (y): (i) Notwithstanding Section 5.2(a), in response to the receipt if such Adverse Recommendation Change is not being made as a result of a Superior Offer that has not been withdrawnProposal, during such three (3) business day period, if requested by Parent, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition shall have engaged in good faith negotiations with Parent to amend this Agreement in such a manner adverse to Acquiror its Recommendation, and in that would otherwise obviate the case need for such Adverse Recommendation Change; or (ii) if such Adverse Recommendation Change or termination is being made as a result of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are metProposal: (1) The Scheme Meeting has not occurred; (2) It the Notice of Intended Recommendation Change shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and specify the identity of the Person or group party making the such Superior Offer, and (III) that it intends to effect a Change of Recommendation Proposal and the manner in which it intends material terms thereof and copies of all relevant documents relating to do so such Superior Proposal (it being understood and agreed that any material amendment to the terms of any such notice Superior Proposal (and such statement shall not constitute a Change of Recommendationin any event including any amendment to any price term thereof), shall require a new Notice of Intended Recommendation Change and compliance with the requirements of this Section 6.02(f), except that the prior written notice period and corresponding references to a three (B3) provided business day period shall be reduced to Acquiror a copy one (1) business day for any such new Notice of all materials Intended Recommendation Change); 35 (2) after providing any such Notice of Intended Recommendation Change, the Company shall, and information delivered or made available shall cause its Representatives to, negotiate with Parent and Sub in good faith (to the Person extent Parent and Sub desire to negotiate) during such three (3) business day period (or group making one business day period in the Superior Offer or any case of its Representatives and (Ca new Notice of Intended Recommendation Change) provided Acquiror with the opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that and the transactions other agreements contemplated hereby; and (iii) in the case of either clause (i) or clause (ii), the Company Board shall have considered in good faith any adjustments to this Agreement (including a change to the price terms hereof) and the other agreements contemplated hereby that may be effected and so that offered in writing by Parent no later than 5:00 p.m., New York City time, on the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; third business day of such three (3) Either (A) on or before the expiration of the five (5) business day period following (or the delivery to Acquiror first business day of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company such one (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (51) business day period following for any such new Notice of Intended Recommendation Change) and shall have determined that (x) in the delivery to Acquiror case of any Change of Recommendation Noticea Superior Proposal, the Board Superior Proposal would continue to constitute a Superior Proposal if such adjustments were to be given effect, or (y) in the case of Directors an Adverse Recommendation Change not being made as a result of a Superior Proposal, no adjustment has been made that would obviate the Company determines in good faith need for such Adverse Recommendation Change, and (at a meeting of y) the Board of Directors of the Company at which it consults prior findings contemplated by clause (i) above continue to be applicable such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that an Adverse Recommendation Change should be made the Superior Offer Proposal would continue to which the Change of Recommendation Notice applies continues constitute a Superior Proposal if such adjustments were to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposalgiven effect. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a6.2(b), in response at any time prior to the receipt of a Superior Offer that has not been withdrawnCompany Stockholder Approval, the Board of Directors of the Company may withholdmay, withdrawsolely in response to a Superior Proposal or an Intervening Event, amendmake a Change of Recommendation and, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is Proposal or an Intervening Event after which Parent does not timely deliver a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”Continuation Notice terminate this Agreement in accordance with Section 8.1(h), if all of the following conditions in clauses (1i) through (5v) are met: (1i) The Scheme Meeting in the case of a Superior Proposal, such Superior Proposal has not occurredbeen withdrawn and continues to be a Superior Proposal; (2ii) It the Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days Business Days prior to publicly effecting a such Change of Recommendation that relates in response to (i) a Superior Offer Proposal or an Intervening Event (ii) any material change and, if applicable, of its intention to the terms of terminate this Agreement in response to a Superior Offer to Proposal) which a previous Change of Recommendation Notice applies, which notice shall state expressly (I1) that it the Company has received a Superior OfferProposal or determined the existence of an Intervening Event, (II2) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group making the Superior OfferProposal or, in the case of an Intervening Event, describe in reasonable detail the cause and factors constituting such Intervening Event, and (III3) that it the Company intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), so; (B) provided provide to Acquiror Parent a copy of all materials and information delivered or made available to the Person or group making the Superior Offer Proposal (to the extent not previously delivered or any of its Representatives made available to Parent), and (C) provided Acquiror with during the opportunity aforementioned five (5) Business Day period, if requested by Parent, engaged in good faith negotiations to meet and discuss a modification of the terms and conditions of amend this Agreement so in such a manner that the transactions contemplated hereby may Superior Proposal would no longer be effected and so a Superior Proposal or, in the case of an Intervening Event, obviates the need for a Change of Recommendation; (iii) Parent shall not have, within the aforementioned five (5) Business Day period, made an offer that the transaction theretofore Company’s Board of Directors has in good faith determined (after the receipt of advice from and consultation with its outside legal counsel and the Company Financial Advisor) results in the Alternative Transaction Proposal that had been determined to be a Superior Offer Proposal no longer constitutes being a Superior OfferProposal or, in the case of an Intervening Event, addresses the basis for a Change of Recommendation; (3iv) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following after receipt of advice from and consultation with its outside legal counsel, that, in light of such Superior Offer Proposal or Intervening Event and after taking into consideration considering any adjustments or negotiations pursuant to the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. preceding clause (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the Company’s Board of Directors’ failure to effect a Change of Recommendation would be reasonably likely to result in a breach of inconsistent with its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors obligations to the stockholders of the Company under Delaware Law; and (v) the Company shall not make any Change of Recommendation other than have previously complied with the provisions set forth in compliance with and as permitted by Section 6.2 or this Section 5.4(d)6.3.

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in response anything to the receipt of a Superior Offer that has contrary in this Agreement, at any time prior to the time, but not been withdrawnafter, the Board of Directors of condition in Section 7.1(a) has been satisfied, the Company Board may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect make a Change of Recommendation in connection with a Superior Proposal or in response to an Intervening Event, in either case, if the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, or may terminate this Agreement pursuant to Section 8.3(b) to enter into an Alternative Acquisition Agreement with respect to such a Superior Proposal; provided, however, that the Company Board shall not take such action unless: (i) the Company shall have complied in all material respects with this Section 6.2(g); (ii) the Company shall have provided prior written notice (a “Change of Recommendation Determination Notice”) to Parent at least five (5) business days prior in advance (the “Notice Period”) to effecting a Change of Recommendation the effect that relates the Company Board intends to (i) take such action and specifying in reasonable detail the circumstances giving rise to such proposed action, including, in the case such action is proposed to be taken in connection with a Superior Offer or Proposal, the information specified by Section 6.2(d) with respect to such Superior Proposal; (iiiii) any material change the Company shall have, and shall have caused its financial and legal advisors to be available, during the Notice Period, for negotiations with Parent and its Representatives in good faith (to the terms of a Superior Offer extent Parent desires to which a previous Change of Recommendation Notice applies, which notice shall state expressly (Inegotiate) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner make such adjustments in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so such that the transactions failure to take such action would no longer be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that in the event of any material revisions to the terms of such Superior Proposal, the Company shall be required to deliver a new Determination Notice to Parent and to comply with the requirements of this Section 6.2(g)(iii) with respect to such new Determination Notice and the revised Superior Proposal contemplated hereby may be effected and so thereby, except that the transaction theretofore determined Notice Period commencing upon the delivery of such new Determination Notice shall be reduced to be a Superior Offer no longer constitutes a Superior Offer; three (3) Either business days (A) on or before it being understood that the expiration delivery of any such new Determination Notice shall not shorten the original five (5) business day period Notice Period); Table of Contents (iv) at or following the end of such Notice Period (inclusive of any Notice Period following the delivery to Acquiror of any Change of Recommendation Noticenew Determination Notice(s) in accordance with Section 6.2(g)(iii)), Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded determined in good faith, after consultation with its financial advisor and outside legal advisorscounsel, that, in light the case of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation in connection with a Superior Proposal, such Acquisition Proposal remains a Superior Proposal (including taking into account any adjustments in the terms of this Agreement proposed by Parent in connection with Section 6.2(g)(iii) above) and that failure to take such action would continue to be reasonably likely to result in a breach of its inconsistent with the directors’ fiduciary duties under applicable Legal Requirements; provided, however, that Law (A) the Company shall send taking into account any revisions to Acquiror written notice of its intention to effect a Change of Recommendation, specifying this Agreement made or proposed in reasonable detail the reasons therefor, at least five (5) business days writing by Parent prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors end of the Company concludes, after consultation with its outside legal advisors, that the failure latest Notice Period pursuant to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. clause (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(dabove).; and

Change of Recommendation. (i) Notwithstanding Section 5.2(a5.2(d), in response at any time prior to the earlier to occur of the Offer Closing and the Company’s receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company Stockholder Approval, the Company Board may withholdeffect a Company Adverse Recommendation Change only if the Company Board determines in good faith, withdrawAfter Consultation, amendthat the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Notwithstanding anything to the contrary, modifythe Company Board shall not be permitted to make a Company Adverse Recommendation Change or, qualify solely with respect to a Superior Proposal, terminate this Agreement pursuant to Section 7.1 (c)(ii) unless theretofore (x) the Company shall have provided to Parent and Purchaser no fewer than three (3) Business Days advance written notice of the Company’s intention to make a Company Adverse Recommendation Change or condition in a manner adverse to Acquiror its Recommendationterminate this Agreement pursuant to Section 7.1(c)(ii), and in the case of a Company Adverse Recommendation Change not being made in respect of a Superior Offer that is a tender or exchange offerProposal, recommend that its shareholders accept specifying the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation reasons therefor (a “Change Notice of Intended Recommendation NoticeChange”) at least five and (5) business days prior to effecting a Change of Recommendation that relates to y): (i) a Superior Offer or (ii) any material change to the terms if such Company Adverse Recommendation Change is not being made in respect of a Superior Offer Proposal, during such three (3) Business Day period, if requested by Parent, the Company shall engage in good faith negotiations with Parent to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of amend the terms and conditions of this Agreement so in such a manner that would enable the Company Board to determine in good faith, After Consultation, that it is no longer necessary for the Company Board to make a Company Adverse Recommendation Change; or (ii) if such Company Adverse Recommendation Change or termination is being made in respect of a Superior Proposal: (1) the Notice of Intended Recommendation Change shall further specify the identity of the party making such Superior Proposal and the material terms thereof and copies of all relevant documents relating to such Superior Proposal (it being hereby understood and agreed that any material amendment to the terms of any such Superior Proposal (including any amendment to any price term thereof), shall require a new Notice of Intended Recommendation Change and again require compliance with the requirements of this Section 5.2(e), except that the transactions contemplated hereby may be effected advance written notice period and so that the transaction theretofore determined corresponding references in clause (x) of this Section 5.2(e) to be a Superior Offer no longer constitutes a Superior Offer; three (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which Business Days shall be binding and enforceable against Acquiror and capable reduced to two (2) Business Days for any such new Notice of acceptance by Intended Recommendation Change); and (2) after providing the Notice of Intended Recommendation Change, the Company (a “Matching Bid”)shall, in response to such Superior Offerand shall cause its Representatives to, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines negotiate with Parent and Purchaser in good faith (at a meeting of to the Board of Directors of extent Parent and Purchaser have notified the Company at which it consults prior of their intention to negotiate) during such determination with its outside legal counsel three (3) Business Day period (or two (2) Business Day period in the case of a new Notice of Intended Recommendation Change) to amend the terms and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company conditions of this Agreement and the Scheme other agreements contemplated hereby; and (iii) in the case of Arrangementeach of the immediately preceding clause (i) or clause (ii) of this Section 5.2(e), the Company Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded shall have considered in good faith, after consultation with its outside legal advisorsAfter Consultation, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification amendments to the terms and conditions of this Agreement (including any increase in response thereto so that the transactions Offer Price and Merger Consideration) and the other agreements contemplated hereby that may be effected offered in writing by Parent no later than 5:00 p.m., New York City time, on the third Business Day of such three (3) Business Day period (or the first (1st) Business Day of such two (2) Business Day period for any such new Notice of Intended Recommendation Change) and shall have determined (CA) after such discussions, in the Board case of Directors of the Company concludes, after consultation with its outside legal advisorsa Superior Proposal, that the failure Superior Proposal would nevertheless continue to constitute a Superior Proposal if such amendments were to be given effect or (B) in the case of a Company Adverse Recommendation Change not being made in respect of Recommendation a Superior Proposal, no amendment to the terms and conditions of this Agreement has been so offered by Parent which, if given effect, would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of enable the Company shall not Board to determine in good faith, After Consultation, that it is no longer necessary for the Company Board to make any Change of a Company Adverse Recommendation other than in compliance with and as permitted by this Section 5.4(d)Change.

Change of Recommendation. Parent and Merger Sub acknowledge that (ia) Notwithstanding Section 5.2(a), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors resolution of the Company may withholdBoard adopting the Company Recommendation was not unanimous, withdraw, amend, modify, qualify or condition (b) the Proxy Statement will contain the reasons that directors did not vote in a manner adverse to Acquiror its Recommendation, and in the case favor of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any said resolution as of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice date of its intention to effect a Change of Recommendation adoption and (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (IIc) the material terms foregoing in and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement themselves shall not constitute a Change breach of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions Section 7.2 of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding Agreement. Notwithstanding anything to the contrary set forth hereinin this Agreement, at any time prior to obtaining the approval of time, but not after, the shareholders of Requisite Stockholder Vote is obtained, the Company of this Agreement and the Scheme of ArrangementBoard, the Board of Directors of the Company mayor any duly authorized committee thereof, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make may effect a Change of Recommendation in connection with or relating to a Superior Proposal or authorize the Company to terminate this Agreement pursuant to Section 9.3(b) if (but only if) (v) a bona fide Acquisition Proposal is received by the Company or its Representatives after the execution and delivery of this Agreement which did not result from a breach of this Section 7.2 in any material respect and such Board Acquisition Proposal is not withdrawn and is reflected in a written definitive agreement that would be binding, subject to the terms and conditions of Directors has concluded such written definitive agreement, on the applicable party if executed and delivered by the Company following termination of this Agreement, (w) the Company Board, or a duly authorized committee thereof, determines in good faith, after consultation with its financial advisors and outside legal advisorscounsel, thatthat such Acquisition Proposal constitutes a Superior Proposal and the Company Board, in light of such Intervening Eventor committee thereof, after consultation with outside legal counsel, determines that the failure of such Board of Directors to effect such a Change of Recommendation or authorize the Company to terminate this Agreement pursuant to Section 9.3(b) would be reasonably likely to result in a breach of its fiduciary inconsistent with the directors’ duties under applicable Legal RequirementsLaw, (x) the Company provides Parent with at least 96 hours written notice stating that the Company will effect a Change of Recommendation pursuant to this Section 7.2(b) or the Company Board will authorize the Company to terminate this Agreement pursuant to Section 9.3(b) at the expiration of such 96 hour period, which notice shall (A) provide the identity of the Person making the Superior Proposal and (B) attach the most current draft of any proposed definitive agreement and any ancillary documents with respect to such Superior Proposal; provided, however, that (A) any change to the financial terms or any other material changes to the terms and conditions of such Superior Proposal shall require a new written notice to be delivered by the Company to Parent and the Company shall send be required to Acquiror comply again with the requirements of this paragraph of Section 7.2(b) (provided that references to the 96 hour period above shall be deemed to refer to a two Business Day period (provided, that, for purposes of this paragraph, if the Company delivers written notice prior to 8:00 a.m. New York City time on a Business Day, such Business Day shall be included as one Business Day in such two Business Day period) in connection with the delivery of any such new notice), (y) during the period described in clause (x), the Company and its intention Representatives negotiate in good faith (to the extent that Parent desires to negotiate) to make any revisions to the terms of this Agreement as would permit the Company Board or any duly authorized committee thereof not to effect a Change of Recommendation, specifying Recommendation in reasonable detail connection with the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) Superior Proposal or authorize the Company shall provide Acquiror to terminate this Agreement pursuant to Section 9.3(b), and (z) following the 96 hour period described in clause (x) (or two Business Day period, as applicable), the Company Board, or a committee thereof, again determines in good faith, after consultation with an opportunity to meet a financial advisor and discuss the basis for a Change of Recommendationoutside legal counsel, Acquiror’s reaction thereto and taking into account any possible adjustment or modification to the terms and conditions of this Agreement that Parent has committed in writing prior to the expiration of such 96 hour period (or two Business Day period, as applicable) and that are reflected in a written definitive agreement that would be binding on Parent if executed and delivered by the Company, that the Superior Proposal continues to (A) be reflected in a written definitive agreement that would be binding, subject to the terms and conditions of such written definitive agreement, on the applicable Person making the Superior Proposal, if executed and delivered by the Company and (B) constitute a Superior Proposal, and that the failure to effect a Change of Recommendation or authorize the Company to terminate this Agreement pursuant to Section 9.3(b) with respect to such Superior Proposal would be inconsistent with the directors’ duties under applicable Law. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Requisite Stockholder Vote is obtained, the Company Board, or any duly authorized committee thereof, may take the actions described in Section 7.2(b)(i) and Section 7.2(b)(iii), in response thereto so that the transactions contemplated hereby may be effected and to an Intervening Event, if (Cbut only if): (w) after such discussions, the Board of Directors of the Company concludesBoard, or duly authorized committee thereof determines, after consultation with its outside legal advisorscounsel, that the failure to effect a Change of Recommendation with respect to such development or change in circumstances would be reasonably likely to result in a breach of its fiduciary inconsistent with the directors’ duties under applicable Legal Requirements. Law, (iiix) The Board the Company provides Parent with at least 96 hours written notice stating that the Company will effect a Change of Directors Recommendation pursuant to this Section 7.2(b) at the expiration of such 96 hour period, which notice shall describe in reasonable detail such Intervening Event; provided, however, that any subsequent development or change in circumstances shall require a new written notice to be delivered by the Company to Parent and the Company shall not make be required to comply again with the provisions of this paragraph (provided that references to the 96 hour period above shall be deemed to refer to a two Business Day period in connection with the delivery of any such notice (provided, that, for purposes of this paragraph, if the Company delivers written notice prior to 8:00 a.m. New York City time on a Business Day, such Business Day shall be included as one Business Day in such two Business Day period)), (y) during the period described in clause (x), the Company and its Representatives negotiate in good faith (to the extent that Parent desires to negotiate) any revisions to this Agreement as would permit the Company Board or any duly authorized committee thereof to determinate that the failure to effect a Change of Recommendation other than with respect to such Intervening Event would not be inconsistent with the directors’ duties under applicable Law, and (z) following the 96 hour period described in compliance clause (x) (or two Business Day period, as applicable), the Company Board, or committee thereof, again determines, after consultation with outside legal counsel, and taking into account any adjustment or modification to the terms and conditions of this Agreement to which Parent has committed in writing prior to the expiration of such 96 hour period (or two Business Day period, as permitted applicable) and that are reflected in a written definitive agreement that would be binding on Parent if executed and delivered by this Section 5.4(d)the Company, that the failure to effect a Change of Recommendation with respect to such Intervening Event would be inconsistent with the directors’ duties under applicable Law.

Change of Recommendation. The Merger Agreement provides that, except as provided below, neither the Company Board nor any committee thereof will (i) Notwithstanding Section 5.2(a)(A) fail to make, in response (B) withdraw, amend or modify, or (C) publicly propose to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, amend or modify, qualify or condition in a manner adverse to Acquiror its Parent or Purchaser the Board Recommendation, and in the case (ii) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, any Acquisition Proposal or Superior Proposal, (iii) fail to recommend against acceptance of a Superior Offer that is a any other tender or exchange offer, recommend that its shareholders accept the tender offer or exchange offer for the Shares within ten (10) business days after the commencement of such offer, (iv) make any public statement inconsistent with the Board Recommendation or (v) resolve or agree to take any of the foregoing actions (any of the foregoing actions, whether by a Board an “Adverse Recommendation Change”). The Merger Agreement provides that, notwithstanding the provisions of Directors or a committee thereof, a the Merger Agreement summarized above in this subsection entitled “Change of Recommendation” or any other provisions of the Merger Agreement, the Company Board, following receipt of and on account of a Superior Proposal, at any time prior to the Acceptance Time, may (i) make an Adverse Recommendation Change, or (ii) terminate the Merger Agreement to enter into a definitive agreement with respect to such Superior Proposal in accordance with the applicable termination provision summarized below under “Termination of the Merger Agreement,” but only if, in either case, the Company Board determines in good faith, after consultation with outside legal counsel to the Company Board, that the failure to take such action would be a breach of its duties under applicable law. The Merger Agreement provides that the Company Board will not be permitted to make an Adverse Recommendation Change or terminate the Merger Agreement under the Fiduciary Termination Provision (as defined below) unless: • the Company promptly notifies Parent in writing at least four (4) business days before making an Adverse Recommendation Change or terminating the Merger Agreement (the “Notice Period”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect do so; • the Company attaches to such notice the most current version of the proposed agreement or a Change reasonably detailed summary of Recommendation all material terms of any such Superior Proposal (which version or summary will be updated on a “Change prompt basis) and the identity of Recommendation Notice”) at least five (5) business days prior the third party making the Superior Proposal; • during the Notice Period, the Company and its financial and legal advisors negotiate with Parent in good faith to effecting a Change make such adjustments in the terms and conditions of Recommendation the Merger Agreement so that relates such Acquisition Proposal ceases to (i) constitute a Superior Offer or (ii) Proposal, if Parent, in its discretion, proposes to make such adjustments, with the Notice Period being extended each time there is any material change revision to the terms of a Superior Offer Proposal, including, any revision in price, to which a previous Change of Recommendation ensure that at least three business days remain in the Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available Period subsequent to the Person or group making time the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror Company notifies Parent of any Change such material revision; and Table of Recommendation Notice, Acquiror Contents • Parent does not make a written offermake, which shall be binding and enforceable against Acquiror and capable of acceptance within the Notice Period, an offer that is determined by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation after consulting with its outside legal counselcounsel and financial advisor of nationally recognized reputation, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything at least as favorable to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders stockholders of the Company as such Superior Proposal. The Merger Agreement provides that, notwithstanding the other provisions of this Agreement and the Scheme of ArrangementMerger Agreement, the Company Board of Directors of the Company may, in response to a material fact, event, change, development or change in set of circumstances occurring, (other than an Acquisition Proposal occurring or arising or coming to the attention of such Board of Directors after the date hereof of the Merger Agreement) that was not known to the Company Board nor reasonably foreseeable by the Company Board as of or prior to the date of the Merger Agreement (and not relating in any way to any Acquisition Proposal) (such material fact, event, change, development or change in set of circumstances, an “Intervening Event”), make withdraw or modify, or fail to make, in a Change of manner adverse to Parent or Purchaser, the Board Recommendation (which will be deemed to be an Adverse Recommendation Change) if such the Company Board of Directors has concluded determines in good faith, after consultation with its outside legal advisorscounsel to the Company Board, that, in light of such Intervening Event, the failure of such the Company Board of Directors to effect such a an Adverse Recommendation Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirementslaw or regulation; provided that no fact, event, change, development or set of circumstances will constitute an Intervening Event if such fact, event, change, development or set of circumstances resulted from or arose out of the announcement, pendency or consummation of the Offer or the Merger; and provided, howeverfurther, that (A) the Company shall send Board will not be entitled to Acquiror exercise its right to make an Adverse Recommendation Change pursuant to the provisions of the Merger Agreement which are summarized in this paragraph unless the Company Board has (i) provided to Parent at least four business days’ prior written notice of its intention advising Parent that the Company Board intends to effect a Change of Recommendationtake such action and specifying the facts underlying the Company Board’s determination that an Intervening Event has occurred, specifying and the reasons for the Adverse Recommendation Change, in reasonable detail detail, and (ii) during such four business day period, if requested by Xxxxxx, engaged in good faith negotiations with Parent to amend the reasons thereforMerger Agreement in such a manner that obviates the need for an Adverse Recommendation Change as a result of the Intervening Event. The Merger Agreement provides that nothing contained in Section 7.03 of the Merger Agreement (the provisions of which are summarized above under “No Solicitation and Superior Proposal Provisions” and “Change in Recommendation”) will prevent the Company Board from complying with Rule 14d-9 and Rule 14e-2(a) under the Exchange Act with regard to an Acquisition Proposal; provided that any such disclosure (other than a “stop, at least five look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) will be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Board Recommendation (5i) in such communication or (ii) within two business days prior after requested to effecting a Change do so by Parent. The Merger Agreement provides that from the date of Recommendationthe Merger Agreement until the Effective Time, (B) the Company shall provide Acquiror with an opportunity to meet will give Parent and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification its Representatives reasonable access to the terms offices, properties, books, records, contracts, governmental authorizations, documents, directors, officers and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors employees of the Company concludesand its Subsidiaries and furnish certain financial, after consultation with its outside legal advisorstax and operating data as reasonably requested subject in each case to certain limitations relating to confidentiality, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties attorney-client privilege, and limitations under applicable Legal Requirementslaw or regulations. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a)anything contained herein to the contrary, prior to such time as the Required Stockholder Approvals have been obtained, in response to the receipt of a Superior Offer that has not been withdrawnOffer, the Board of Directors of the Company may may, subject to the further provisions of this Section 5.3(d), (i) withhold, withdraw, amendamend or modify its recommendation in favor of the Company Proposals and (ii) terminate this Agreement (any of the actions described in clauses (i) and (ii), modifya “Permitted Fiduciary Action”), qualify or condition in a manner adverse to Acquiror its Recommendation, and if (in the case of a Superior Offer that is a tender clause (i) or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”ii), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a the Superior Offer or (ii) any material change has been made and has not been withdrawn and continues to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received be a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its after receipt of advice of outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if anyOffer, the failure of the Board of Directors to effect a Change of Recommendation would be take such Permitted Fiduciary Action is reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything obligations to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders stockholders of the Company under applicable law and (C) the Company shall have complied in all material respects with subsections (a), (b) and (c) of this Section 5.3; provided, that, in addition to the foregoing requirements of this Section 5.3(d), the Company may take such Permitted Fiduciary Action only if (x) it has first given Parent at least three full business days (calculated as provided in Section 5.3(c)) prior written notice that it is prepared to take such Permitted Fiduciary Action and (y) during such three business day period, if Parent so requests, the Company negotiates with Parent in good faith concerning a possible amendment of the terms of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response Merger which could cause such Superior Offer to cease to be a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsSuperior Offer. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in response to Following the receipt of an unsolicited Takeover Proposal received by the Company before the Closing that is a Superior Offer that has not been withdrawnProposal, the Board of Directors of (or a committee thereof) may cause the Company may withhold, withdraw, amend, modify, qualify to terminate this Agreement pursuant to Section 8.01(d)(i) and either (x) enter into or condition in seek to enter into an Alternative Acquisition Agreement with respect to a manner adverse to Acquiror its Recommendation, and Superior Proposal or (y) in the case of a Superior Offer Proposal that is a tender offer or exchange offeroffer made directly to its stockholders, recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actionssuch termination, whether caused by a the Board of Directors or a committee thereof, and actions described under clause (x) or (y) above, a “"Change of Recommendation”"); provided, however, that the Company shall not terminate this Agreement pursuant to this Section 5.02(d) or Section 8.01(d)(i), if and any purported termination pursuant to such sections shall be void and of no force and effect, unless concurrently with such termination pursuant to this Section 5.02(d) or Section 8.01(d)(i), the Company satisfies all of the following conditions in clauses (1) through (5) are metconditions: (1i) The Scheme Meeting the Superior Proposal has been made and has not occurredbeen withdrawn and continues to be a Superior Proposal; (2ii) It shall have the Company has (A) provided Acquiror with to Parent five (5) Business Days' prior written notice of its intention to effect a Change of Recommendation (a “"Change of Recommendation Notice”") at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (Ix) that it has received a Superior OfferProposal, (IIy) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group person making the Superior OfferProposal, and (IIIz) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)so, (B) provided to Acquiror a copy of Parent all materials and information delivered or made available to the Person or group person making the Superior Offer or any of its Representatives Proposal in connection with such Superior Proposal not otherwise made available to Parent, and (C) provided Acquiror with the opportunity during such five (5) Business Day period, if requested by Parent, engaged in good faith negotiations to meet and discuss a modification of the terms and conditions of amend this Agreement so in such a manner that the transactions contemplated hereby may be effected and so that the transaction theretofore Takeover Proposal which was determined to be a Superior Offer Proposal no longer constitutes is a Superior Offer; Proposal (3) Either (A) on or before for purposes of such determination, if the expiration consideration offered in a Superior Proposal is other than cash, Parent shall be deemed to have "matched" such Superior Proposal for purposes of the five (5) business day period following the delivery to Acquiror amount of any Change consideration of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior OfferProposal if the aggregate consideration offered by Parent has a value that is not less than the value of the consideration offered in the Superior Proposal, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, as determined in good faith by the Board of Directors of the Company determines in good faith (at or a meeting of the Board of Directors of the Company at which it consults prior to such determination committee thereof), after consultation with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change advice of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, ); (iii) the Company shall have paid to Parent the Termination Fee and the Expense Reimbursement referred to in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsSection 6.05(b); and (5iv) It the Company shall have complied with this Section 5.02(d) and shall not have materially breached in any material respect any of the other provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal5.02. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. Notwithstanding any provision of Section 5.2(e), at any time prior to the earlier to occur of the Offer Closing and obtaining the Stockholder Approval, (i) Notwithstanding Section 5.2(a)if the Company has received a bona fide written Takeover Proposal that the Company Board determines in good faith (after consultation with its outside legal counsel) constitutes a Superior Proposal, or (ii) if an Intervening Event has occurred, the Company Board may effect an Adverse Recommendation Change in connection with such Superior Proposal or in response to such Intervening Event if and only if: (A) it determines in good faith (after consultation with its outside legal counsel) that the receipt failure to take such action would be inconsistent with its fiduciary duties under applicable Law; (B) the Company shall have provided prior written notice to Parent and Merger Sub, at least three Business Days in advance, that it will effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(f) and specifying the reasons therefor (a “Notice of Intended Recommendation Change”)(it being understood and agreed that any material amendment to the terms of any Superior Proposal (and in any event including any amendment to any price term thereof), or any material change to the facts and circumstances relating to an Intervening Event, in each case that was previously the subject of a Notice of Intended Recommendation Change, shall require a new Notice of Intended Recommendation Change (an “Amended Notice of Intended Recommendation Change”) and compliance with the requirements of this Section 5.2(f), except that the prior written notice period and corresponding references to a three Business Day period shall be reduced to a one Business Day period for any such Amended Notice of Intended Recommendation Change); (C) to the extent such Adverse Recommendation Change or termination is being made as a result of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are metProposal: (1) The Scheme Meeting has not occurredthe Notice of Intended Recommendation Change shall specify the identity of the party making such Superior Proposal and the material terms thereof and copies of all relevant documents relating to such Superior Proposal; (2) It after providing any such Notice of Intended Recommendation Change, the Company shall, and shall have cause its Representatives to, negotiate with Parent and Merger Sub in good faith (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms extent Parent and Merger Sub desire to negotiate) during such three Business Day period (or one Business Day period in the event of a Superior Offer an Amended Notice of Intended Recommendation Change) to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner make such adjustments in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that and the transactions other agreements contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer;hereby; and (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines shall have considered in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel) any adjustments to this Agreement (including a change to the price terms hereof) and the other agreements contemplated hereby that may be offered in writing by Parent no later than 5:00 p.m., thatNew York City time, in light on the third Business Day of such three Business Day period (or first Business Day of such one Business Day period in the event of an Amended Notice of Intended Recommendation Change) and shall have determined that the Superior Offer and after taking into consideration the Matching Bid, Proposal would continue to constitute a Superior Proposal if any, the failure of the Board of Directors such adjustments were to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirementsgiven effect; and (5D) It shall not have materially breached any of to the provisions set forth extent such Adverse Recommendation Change is being made in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal.response to an Intervening Event: (ii1) In additionthe Notice of Intended Recommendation Change shall specify the Intervening Event in reasonable detail; (2) after providing any such Notice of Intended Recommendation Change, the Company shall, and notwithstanding anything shall cause its Representatives to, negotiate with Parent and Merger Sub in good faith (to the contrary set forth herein, at any time prior extent Parent and Merger Sub desire to obtaining negotiate) during such three Business Day period (or one Business Day period in the approval event of the shareholders an Amended Notice of Intended Recommendation Change) to amend this Agreement in such a manner that such Intervening Event no longer necessitates such Adverse Recommendation Change; and (3) the Company of Board shall have considered in good faith any adjustments to this Agreement and the Scheme of Arrangementother agreements contemplated hereby that may be offered in writing by Parent no later than 5:00 p.m., New York City time, on the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention third Business Day of such Board three Business Day period (or first Business Day of Directors after such one Business Day period in the date hereof (event of an Amended Notice of Intended Recommendation Change and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded shall have determined in good faith, faith (after consultation with its outside legal advisorscounsel) that such Intervening Event continues to necessitate an Adverse Recommendation Change. (E) In the event that the Company has given a Notice of Intended Recommendation Change, thatParent may, upon written notice to the Company, extend the Effective Time and, if applicable, the expiration of the Offer (but in no event, in light either such case, beyond the earlier of such Intervening Event(i) the Outside Date, (ii) the failure end of such the first Business Day following the period described in Section 5.2(f)(C)(3) or Section 5.2(f)(D)(3), as applicable, or (iii) any other date agreed upon by the Parties) to allow sufficient time for the negotiations between the Company and the Parent and the Merger Sub regarding possible adjustments to this Agreement, consideration by the Company Board of Directors adjustments to effect such a this Agreement or the determination of an Adverse Recommendation Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) and/or the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions termination of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (Cpursuant to Section 8.1(e) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this or Section 5.4(d8.1(f).

Change of Recommendation. (i) Notwithstanding Except as otherwise provided in this Agreement, including this Section 5.2(a5.5(e), in response to the receipt board of a Superior Offer that has not been withdrawn, the Board of Directors directors of the Company may withholdshall not (i) withdraw (or qualify, withdraw, amend, modify, qualify amend or condition modify in a any manner adverse to Acquiror its RecommendationParent), and or propose publicly to withdraw (or qualify, amend or modify in any manner adverse to Parent), the case of a Superior Offer that is a tender Company Recommendation or exchange offer(ii) approve, recommend that its shareholders accept the tender or exchange offer declare advisable any Alternative Acquisition Proposal (any of the foregoing actions, whether by a Board of Directors such action in clause (i) or a committee thereof(ii), a “Change of Recommendation”). (ii) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, if all including Section 5.5(e)(i), at any time prior to obtaining the Requisite Stockholder Approval, the board of directors of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have Company may (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (following a “Change bona fide written Alternative Acquisition Proposal that did not result from or arise out of Recommendation Notice”) at least five (5) business days prior to effecting a Change breach of Recommendation that relates to (i) this Section 5.5 and which the Company’s board of directors determines in good faith, in consultation with its financial advisors and outside legal counsel, is a Superior Offer or (ii) any material change Proposal, in each case, if and only if, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions fiduciary duties required of the Superior Offer Company’s board of directors under applicable Law and the identity of the Person or group making the Superior Offer, and (IIICompany complies with Section 5.5(e)(iii) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to bona fide written Alternative Acquisition Proposal which the Change Company’s board of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded directors determines in good faith, following in consultation with its financial advisors and outside legal counsel, thatis a Superior Proposal, in light terminate this Agreement for the purpose of entering into a definitive acquisition agreement, merger agreement or similar definitive agreement (an “Alternative Acquisition Agreement”) with respect to such Superior Offer Proposal, if, and after taking into consideration the Matching Bid, if anyonly if, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the Board Company’s board of Directors directors under applicable Law and the Company complies with Section 5.5(e)(iii) and, concurrently with entering into an Alternative Acquisition Agreement with respect to effect such Superior Proposal, the Company terminates this Agreement in accordance with the provisions of Section 7.1(c)(ii) (Definitive Agreement for Superior Proposal) and pays the applicable Parent Expenses and Atlas Termination Fee Refund pursuant to Section 7.1(c)(ii) and Section 7.7, respectively. (iii) Prior to the board of directors of the Company effecting a Change of Recommendation would be reasonably likely or causing the Company to result terminate this Agreement for purposes of entering into an Alternative Acquisition Agreement, in a breach each case as permitted under Section 5.5(e)(ii), the Company shall have given Parent (A) at least four (4) Business Days’ prior written notice (it being understood and agreed that any material amendment to the amount or form of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) consideration payable in connection with the applicable Alternative Acquisition Proposal shall require a new notice and an additional two (2)-Business Day period) of the Company’s intention to take such action, which shall include a description of the terms and conditions of the Superior Proposal, the identity of the Person making the Superior Proposal and a copy of any proposed definitive agreement(s) relating to such Superior Proposal and (B) an opportunity to liaise with the Company and its outside legal and financial advisors during the foregoing four (4) Business Day period (or subsequent two (2) Business Day period) to discuss the foregoing Superior Proposal and negotiate in good faith any adjustments or revisions to the terms and conditions of this Agreement proposed by Parent in response thereto, such that such Alternative Acquisition Proposal would no longer constitute a Superior Proposal. (ii) . In addition, and notwithstanding the foregoing or anything to the contrary set forth hereinin this Agreement, at any time prior to obtaining the approval Requisite Stockholder Approval, the board of the shareholders directors of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make may also effect a Change of Recommendation in response to an Intervening Event if such Board the board of Directors has concluded directors of the Company determines in good faith, after consultation with its the Company’s outside legal advisorscounsel, that, in light of such Intervening Event, that the failure of the board of directors of the Company to take such Board of Directors to effect such a Change of Recommendation action would be reasonably likely to result in a breach of inconsistent with its fiduciary duties under applicable Legal Requirements; providedLaw, however, provided that (A) the board of directors of the Company shall send to Acquiror have given Parent (i) at least five (5) Business Days’ prior written notice of its the Company’s intention to effect a Change of RecommendationRecommendation in response to such Intervening Event, specifying which shall include a description in reasonable detail of the reasons thereforapplicable Intervening Event, at least five and (5ii) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet liaise with the Company and its outside legal and financial advisors during the foregoing five (5)-Business Day period to discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto foregoing Intervening Event and negotiate in good faith any possible modification adjustments or revisions to the terms and conditions of this Agreement proposed by Parent in response thereto so that the transactions contemplated hereby may be effected and (C) after thereto, such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would no longer be reasonably likely to result in a breach of its inconsistent with the fiduciary duties of the Company’s board of directors under applicable Legal RequirementsLaw. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. The Merger Agreement provides that during the Pre-Closing Period, neither the TubeMogul Board nor any committee thereof shall: (ii)(A) Notwithstanding Section 5.2(a), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify withdraw (or condition modify in a manner adverse to Acquiror Adobe or Purchaser), or publicly propose to withdraw (or modify in a manner adverse to Adobe or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend or declare advisable, any Takeover Proposal (any action described in this clause (i) being referred to as a "Company Adverse Change Recommendation"); (ii) fail to publicly reaffirm its Recommendationrecommendation of the Merger Agreement within ten business days after Adobe so requests in writing, and provided that, unless a Takeover Proposal will have been publicly disclosed, Adobe may only make such request once every 30 days; (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow TubeMogul to execute or enter into any contract with respect to any Takeover Proposal, or requiring, or reasonably expected to cause, TubeMogul to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the transactions contemplated by the Merger Agreement (other than an Acceptable Confidentiality Agreement) or (iv) take or fail to take any formal action or make or fail to make any recommendation or public statement in the case of a Superior Offer that is connection with a tender or exchange offeroffer by a third party, recommend other than a recommendation against such offer or a "stop, look and listen" communication by the TubeMogul Board (or a committee thereof) to the stockholders of TubeMogul pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) (it being understood that its shareholders accept the TubeMogul Board (or a committee thereof) may refrain from taking a position with respect to a Takeover Proposal until the close of business on the tenth business day after the commencement of a tender or exchange offer in connection with such Takeover Proposal without such action being considered a violation of this paragraph). The Merger Agreement provides that, notwithstanding anything to the contrary contained in the Merger Agreement, at any time prior to the Acceptance Time: • if TubeMogul has received a bona fide written Takeover Proposal (any which Takeover Proposal did not result from or arise out of a breach of the foregoing actionsnon-solicitation obligations contained in the Merger Agreement) from any person that has not been withdrawn and, whether by after consultation with outside legal counsel and financial advisor, the TubeMogul Board has determined, in good faith, that such Takeover Proposal is a Superior Proposal, then (x) the TubeMogul Board of Directors may make a Company Adverse Change Recommendation, or (y) TubeMogul may terminate the Merger Agreement and enter into a committee thereof, a “Change of Recommendation”)Specified Agreement (as defined in below) with respect to such Superior Proposal, if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have and only if: (A) provided Acquiror the TubeMogul Board shall have determined in good faith, after consultation with TubeMogul's outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to TubeMogul's stockholders under applicable law or regulation; (B) TubeMogul shall have given Adobe prior written notice of its intention to effect make a Company Adverse Change Recommendation or terminate the Merger Agreement pursuant to Section 8.1(e)(i) of Recommendation the Merger Agreement, in each case, with respect to such Superior Proposal (a “Change of Recommendation "Superior Proposal Determination Notice”") at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly have included a copy of the definitive Specified Agreement (I) that it has received in the case of clause "(y)"), the identity of the person making such Superior Proposal and a Superior Offer, (II) summary of the material terms and conditions of the Superior Offer and the identity of the Person Proposal) at least four business days prior to making any such Company Adverse Change Recommendation or group making the Superior Offer, and termination (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall will not constitute a Company Adverse Change of Recommendation) (the "Superior Proposal Notice Period"), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives ; and (C) provided Acquiror with (1) during the opportunity Superior Proposal Notice Period, Adobe may propose revisions to meet and discuss a modification the terms of the terms and conditions of this Merger Agreement or make other proposals so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined such Takeover Proposal would cease to be constitute a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation NoticeProposal, Acquiror does not make a written offerand TubeMogul shall have made its representatives available to, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines negotiated in good faith (at a meeting of the Board of Directors of the Company at which it consults prior with, Adobe with respect to such determination proposed revisions or other proposals, if any, during such period, and (2) after the end of such period, after considering the results of such negotiations and giving effect to the proposals made by Adobe, if any, and after consultation with its outside legal counsel and its financial advisors (including advisor, the Independent Financial Advisor)) that after taking into account the Matching BidTubeMogul Board shall have determined, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of (I) that such Takeover Proposal still is a Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected Proposal and (CII) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a make the Company Adverse Change Recommendation or terminate the Merger Agreement pursuant to Section 8.1(e)(i) of Recommendation the Merger Agreement would be reasonably likely to result in a breach of inconsistent with its fiduciary duties to TubeMogul's stockholders under applicable Legal Requirements. law or regulation (iii) The Board for the avoidance of Directors doubt, the provisions of the Company shall not make this paragraph will also apply to every material amendment to any Change of Recommendation other than in compliance with Takeover Proposal and as permitted by this Section 5.4(d).require that

Change of Recommendation. (iNotwithstanding anything to the contrary contained in SECTION 5.2(b) Notwithstanding Section 5.2(a)or SECTION 5.3, in response to the receipt of a Superior Offer that has not been withdrawnOffer, (x) the Board of Directors of the Company may withhold, withdraw, amendamend or modify its recommendation in favor of the Merger, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the stockholders of the Company, may recommend that its shareholders the stockholders of the Company accept the tender or exchange offer (any of the foregoing actions, whether by a the Board of Directors of the Company or a committee thereof, a “Change "CHANGE OF RECOMMENDATION"), (y) the Board of Recommendation”)Directors of the Company, the Company or its Subsidiaries (including each of their respective directors, officers, employees, agents or other representatives) may approve, endorse, or recommend any Superior Offer or recommend a Superior Offer, or (z) the Company or any of its Subsidiaries may execute or enter into or propose to execute or enter into any letter of intent or similar document or any contract, agreement or commitment (which may be conditioned on the termination of this Agreement) contemplating or otherwise relating to any Superior Offer or transaction contemplated thereby, if all of the following conditions in clauses (1i) through (5vi) are met: (1i) The Scheme Meeting the Board of Directors of the Company determines in good faith, after consultation with the Company's financial advisors and outside legal counsel, that a Superior Offer has been made and not occurredwithdrawn; (2ii) It the stockholders of the Company have not approved this Agreement in accordance with applicable law; (iii) the Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention (a "CHANGE OF RECOMMENDATION NOTICE") at least four Business Days prior to effect a publicly effecting such Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (IA) that it the Company has received a Superior Offer, (IIB) the material final terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, Offer and (IIIC) that it the Company intends to effect a Change of Recommendation and Recommendation; (iv) after delivering the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)Recommendation Notice, (B) provided to Acquiror the Company shall provide Parent with a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that during such four-Business Day period, and negotiate in good faith with respect thereto during such four-Business Day period, as would enable the transactions contemplated hereby may be effected and so that the transaction theretofore determined Company to be proceed with its recommendation to stockholders in favor of adoption of this Agreement without making a Superior Offer no longer constitutes a Superior OfferChange of Recommendation; (3v) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith shall have determined (at a meeting A) after consultation with its financial advisor, that the terms of the Board of Directors Superior Offer are more favorable to the stockholders of the Company at which than the Merger (as it consults prior may be adjusted pursuant to such determination with its outside legal counsel paragraph (iv) above) and its financial advisors (including the Independent Financial Advisor)B) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would could reasonably be reasonably likely expected to result in a breach of its the Board of Directors' fiduciary duties to the stockholders of the Company under applicable Legal Requirements.law; and (iiivi) The Board of Directors of the Company shall not make have breached in any Change material respect any of Recommendation other than the provisions set forth in compliance with and as permitted by SECTION 5.2 or this Section 5.4(d)SECTION 5.3.

Change of Recommendation. Each of the Special Committee and the Company Board shall (i) Notwithstanding Section 5.2(a), in response to recommend that the receipt of a Superior Offer that has Company’s stockholders adopt this Agreement and (ii) not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition modify in a manner adverse to Acquiror its Recommendation, and in Parent the case of a Superior Offer that is a tender Special Committee Recommendation or exchange offer, the Company Board Recommendation or publicly recommend that its shareholders accept or announce an intention to take any action or make any statement inconsistent with the tender Special Committee Recommendation or exchange offer the Company Board Recommendation (any of the foregoing actions, whether actions prohibited by a Board of Directors or a committee thereofthis clause (ii), a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding . Notwithstanding anything to the contrary set forth hereinin this Agreement, at any time prior to obtaining the approval of the shareholders receipt of the Company Stockholder Approvals, if the Special Committee determines in good faith (after considering the advice of this Agreement its outside legal advisors) that it would be inconsistent with its fiduciary duties under Delaware Law to continue to recommend that the Company’s stockholders (other than the Parent Parties and their Affiliates) vote to grant the Company Stockholder Approvals then either or both of the Special Committee or the Company Board (only upon the recommendation of the Special Committee) may make a Change of Recommendation, in which case the obligations of the Special Committee and the Scheme of ArrangementCompany Board under this Section 5.3 shall cease; provided, that the Board of Directors of Special Committee and the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and may not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such (a) until after at least three (3) Business Days following Parent’s receipt of written notice from the Company advising Parent that the Special Committee and/or the Company Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors intends to effect such make a Change of Recommendation would be reasonably likely to result in and setting forth a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors summary of the Company concludes, after consultation with its outside legal advisors, that reason for the failure to effect a proposed Change of Recommendation would be reasonably likely to result and (b) unless the Special Committee shall have considered in a breach good faith any proposals that may have been made by Parent during such period of its fiduciary duties under applicable Legal Requirements. three (iii3) The Board of Directors of the Company shall not make any Business Days. A Change of Recommendation other than in compliance with and as permitted by this shall not affect the Company’s obligations under Section 5.4(d)5.4.

Change of Recommendation. (i) Notwithstanding Section 5.2(a), anything in response this Agreement to the receipt contrary, if, at any time prior to obtaining the Requisite Shareholder Approval, the Company receives a Competing Proposal which the Board of Directors of the Company concludes in good faith, after consulting with outside counsel and financial advisors, constitutes a Superior Offer that has not been withdrawnProposal, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1x) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation and/or (a “Change of Recommendation Notice”y) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of terminate this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be enter into a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response definitive agreement with respect to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Proposal if the Board of Directors of the Company determines in good faith faith, after consultation with outside counsel and its financial advisor, that failure to take such action could reasonably be expected to violate its fiduciary duties under applicable Law; provided, however that the Company shall not terminate this Agreement pursuant to the foregoing clause (at a meeting y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless concurrently with such termination the Company pays the Company Termination Fee payable pursuant to Section 8.02(a); and provided, further, that the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to may not effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything pursuant to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of foregoing clause (x) or terminate this Agreement and pursuant to the Scheme of Arrangement, the Board of Directors of the Company may, foregoing clause (y) in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof Superior Proposal unless (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (Ai) the Company shall send to Acquiror have provided prior written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons thereforParents, at least five (5) business days prior in advance (the “Notice Period”), of its intention to effecting effect a Change of RecommendationRecommendation in response to such Superior Proposal or terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice shall specify the material terms and conditions of any such Superior Proposal (Bincluding the identity of the party making such Superior Proposal) and shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents and (ii) the Board of Directors of the Company shall have determined in good faith, after consultation with outside counsel, that the failure to make a Change of Recommendation in connection with the Superior Proposal could be reasonably likely to violate the Company’s Board of Directors’ fiduciary duties under applicable Law, and (iii) the Company shall provide Acquiror with an opportunity to meet and discuss have promptly notified the basis for a Change Parents in writing of Recommendationthe determinations described in clause (ii) above, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (Civ) after such discussionsfollowing the expiration of the Notice Period, and taking into account any revised proposal made by the Parents since commencement of the Notice Period, the Board of Directors of the Company concludeshas determined in good faith, after consultation with its outside legal advisorscounsel, that such Superior Proposal remains a Superior Proposal; provided, however, that during such Notice Period the failure Company shall in good faith negotiate with the Parents, to effect a Change the extent the Parents wish to negotiate, to enable the Parents to make such proposed changes to the terms of Recommendation would be reasonably likely this Agreement, provided, further, that in the event of any material change to result in a breach the material terms of its fiduciary duties under applicable Legal Requirements. (iii) The such Superior Proposal, the Board of Directors of the Company shall, in each case deliver to the Parents an additional notice, and the Notice Period shall not make any Change recommence; (v) the Company is in compliance, in all material respects, with Section 6.07, and (vi) with respect to a termination of Recommendation other than in compliance with and as permitted by this Agreement pursuant to the foregoing clause (y), the Company concurrently pays the Company Termination Fee pursuant to Section 5.4(d8.02(a).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in response anything to the receipt of a Superior Offer that has contrary in this Agreement, at any time prior to the time, but not been withdrawnafter, the Board of Directors of condition in Section 7.1(a) has been satisfied, the Company Board may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect make a Change of Recommendation in connection with a Superior Proposal or in response to an Intervening Event, in either case, if the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that failure to take such action would be inconsistent with the directors' fiduciary duties under applicable Law, or may terminate this Agreement pursuant to Section 8.3(a) to enter into an Alternative Acquisition Agreement with respect to such a Superior Proposal; provided, however, that the Company Board shall not take such action unless: (i) the Company shall have complied in all material respects with this Section 6.2(g); (ii) the Company shall have provided prior written notice (a “Change of Recommendation "Determination Notice”") to Parent at least five (5) business days prior in advance (the "Notice Period") to effecting a Change of Recommendation the effect that relates the Company Board intends to (i) take such action and specifying in reasonable detail the circumstances giving rise to such proposed action, including, in the case such action is proposed to be taken in connection with a Superior Offer or Proposal, the information specified by Section 6.2(d) with respect to such Superior Proposal; (iiiii) any material change the Company shall have, and shall have caused its financial and legal advisors to be available, during the Notice Period, for negotiations with Parent and its Representatives in good faith (to the terms of a Superior Offer extent Parent desires to which a previous Change of Recommendation Notice applies, which notice shall state expressly (Inegotiate) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner make such adjustments in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so such that the transactions failure to take such action would no longer be inconsistent with the directors' fiduciary duties under applicable Law; provided, however, that in the event of any material revisions to the terms of such Superior Proposal, the Company shall be required to deliver a new Determination Notice to Parent and to comply with the requirements of this Section 6.2(g)(iii) with respect to such new Determination Notice and the revised Superior Proposal contemplated hereby may be effected and so thereby, except that the transaction theretofore determined Notice Period commencing upon the delivery of such new Determination Notice shall be reduced to be a Superior Offer no longer constitutes a Superior Offer; three (3) Either business days (A) on or before it being understood that the expiration delivery of any such new Determination Notice shall not shorten the original five (5) business day period Notice Period); (iv) at or following the end of such Notice Period (inclusive of any Notice Period following the delivery to Acquiror of any Change of Recommendation Noticenew Determination Notice(s) in accordance with Section 6.2(g)(iii)), Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded determined in good faith, after consultation with its financial advisor and outside legal advisorscounsel, that, in light the case of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation in connection with a Superior Proposal, such Acquisition Proposal remains a Superior Proposal (including taking into account any adjustments in the terms of this Agreement proposed by Parent in connection with Section 6.2(g)(iii) above) and that failure to take such action would continue to be reasonably likely to result in a breach of its inconsistent with the directors' fiduciary duties under applicable Legal RequirementsLaw (taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the end of the latest Notice Period pursuant to clause (iii) above); providedand (v) in the event of a termination of this Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of have validly terminated this Agreement in response thereto so that the transactions contemplated hereby may be effected accordance with Section 8.3(a) and (C) after prior to or concurrently with such discussions, the Board of Directors of termination paid the Company concludes, after consultation Termination Fee in accordance with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d8.5(b)(iii).

Change of Recommendation. The Merger Agreement provides that, except as provided below, neither the Company Board nor any committee thereof will (i) Notwithstanding Section 5.2(a)fail to make, in response withdraw, amend or modify, or publicly propose to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, amend or modify, qualify or condition in a manner adverse to Acquiror its Parent or Purchaser, the Board Recommendation, and in the case (ii) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, any Acquisition Proposal or Superior Proposal, (iii) fail to recommend against acceptance of a Superior Offer that is a any tender or exchange offer, recommend that its shareholders accept the tender offer or exchange offer (other than the Offer or any other tender offer or exchange offer by Parent or Purchaser) for the Shares within ten (10) business days after the commencement of such offer, (iv) make any public statement inconsistent with the Board Recommendation, (v) resolve or agree to take any of the foregoing actions (any of the foregoing actions, whether by a Board an “Adverse Recommendation Change”) or (vi) resolve or agree to change or modify the election that the Merger Agreement and the Merger be governed pursuant to Section 251(h) of Directors or a committee thereofthe DGCL. The Merger Agreement provides that, a notwithstanding the provisions of the Merger Agreement summarized above in this subsection entitled “Change of Recommendation”), if all ” or any other provisions of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) Merger Agreement, at least five (5) business days any time prior to effecting the Acceptance Time, the Company Board, following receipt of and on account of a Change of Recommendation that relates to Superior Proposal, may (i) a Superior Offer make an Adverse Recommendation Change, or (ii) any material change terminate the Merger Agreement to the terms of enter into a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror definitive agreement with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response respect to such Superior OfferProposal in accordance with the applicable termination provision summarized below under “Termination of the Merger Agreement,” but only if, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Noticein either case, the Company Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following after consultation with its outside legal counselcounsel to the Company Board, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, that the failure of the Board of Directors to effect a Change of Recommendation take such action would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirementslaw. The Merger Agreement provides that the Company Board will not be permitted to make an Adverse Recommendation Change or terminate the Merger Agreement under the Fiduciary Termination Provision (as defined below) unless: • the Company promptly notifies Parent in writing at least three (3) business days before making an Adverse Recommendation Change or terminating the Merger Agreement (the “Notice Period”), of its intention to do so; and (5) It shall not have materially breached any • the Company attaches to such notice the most current version of the provisions set forth proposed agreement or a reasonably detailed summary of all material terms of any such Superior Proposal (which version or summary will be updated on a prompt basis) and the identity of the third party making the Superior Proposal; • during the Notice Period, if requested by Parent, the Company and its financial and legal advisors negotiate with Parent in this Section 5.4 (including Section 5.4(b)) good faith to make such adjustments in connection with the terms and conditions of the Merger Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. (ii) In addition, and notwithstanding anything if Parent, in its discretion, proposes to make such adjustments, with the Notice Period being extended each time there is any material revision to the contrary set forth hereinterms of a Superior Proposal, including, any revision in price, to ensure that at least three business days remain in the Notice Period subsequent to the time the Company notifies Parent of any time prior such material revision; and • Parent does not make, within the Notice Period, an offer that is determined by the Company Board in good faith, after consulting with its outside counsel and financial advisor of nationally recognized reputation, to obtaining be at least as favorable to the approval of the shareholders stockholders of the Company as such Superior Proposal. The Merger Agreement provides that, notwithstanding the other provisions of this Agreement and the Scheme of ArrangementMerger Agreement, the Company Board of Directors of the Company may, in response to a material fact, event, change, development or change in set of circumstances occurring, (other than an Acquisition Proposal occurring or arising or coming to the attention of such Board of Directors after the date hereof of the Merger Agreement) that was not known to the Company Board nor reasonably foreseeable by the Company Board as of or prior to the date of the Merger Agreement (and not relating in any Table of Contents way to any Acquisition Proposal) (such material fact, event, change, development or change in set of circumstances, an “Intervening Event”), make withdraw or modify, or fail to make, in a Change of manner adverse to Parent or Purchaser, the Board Recommendation (which will be deemed to be an Adverse Recommendation Change) if such the Company Board of Directors has concluded determines in good faith, after consultation with its outside legal advisorscounsel to the Company Board, that, in light of such Intervening Event, the failure of such the Company Board of Directors to effect such a an Adverse Recommendation Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirementslaw; provided that no fact, event, change, development or set of circumstances will constitute an Intervening Event if such fact, event, change, development or set of circumstances resulted from or arose out of the announcement, pendency or consummation of the Offer or the Merger; and provided, howeverfurther, that the Company Board will not be entitled to exercise its right to make an Adverse Recommendation Change for an Intervening Event unless the Company Board has (A) provided to Parent at least four (4) business days’ prior written notice advising Parent that the Company shall send Board intends to Acquiror written notice take such action and specifying the facts underlying the Company Board’s determination that an Intervening Event has occurred, and the reasons for the Adverse Recommendation Change, in reasonable detail, and (B) during such four (4) business day period, if requested by Parent, engaged in good faith negotiations with Parent to amend the Merger Agreement in such a manner that obviates the need for an Adverse Recommendation Change as a result of its intention to effect a the Intervening Event. The Merger Agreement provides that nothing contained in Section 7.02 of the Merger Agreement (the provisions of which are summarized above under “No Solicitation and Superior Proposal Provisions” and “Change of Recommendation”) will prevent the Company Board from complying with Rule 14d-9 and Rule 14e-2(a) under the Exchange Act with regard to an Acquisition Proposal; provided that any such disclosure (other than a “stop, specifying look and listen” communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) will be deemed to be an Adverse Recommendation Change unless the Company Board expressly publicly reaffirms the Board Recommendation (i) in reasonable detail the reasons therefor, at least five such communication or (5ii) within two (2) business days prior after requested to effecting a Change do so by Parent. The Merger Agreement provides that from the date of Recommendationthe Merger Agreement until the Effective Time, (B) the Company shall provide Acquiror with an opportunity to meet will give Parent and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification its Representatives reasonable access to the terms offices, properties, books, records, contracts, governmental authorizations, documents, directors, officers and employees of the Company and its Subsidiaries and furnish certain financial, tax and operating data and other information as reasonably requested subject in each case to certain limitations relating to confidentiality, attorney-client privilege, and limitations under applicable law or regulations. The Merger Agreement provides that, in connection with the continuing operation of the business of the Company and its Subsidiaries, from the date of the Merger Agreement until the Effective Time, subject to applicable law, the executive officers of the Company will consult with Parent in good faith on a reasonable and prompt basis to report material (individually or in the aggregate) operational developments, the status of relationships with customers, resellers, partners, suppliers, licensors, licensees, distributors and others having material business relationships with the Company, the status of ongoing operations and other matters reasonably requested by Parent pursuant to procedures reasonably requested by Parent; provided that no such consultation will affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of this the parties under the Merger Agreement. In addition, the Merger Agreement provides that the Company will promptly notify Parent of any written notice or other written communication (or, to the knowledge of the Company, any other notice or communication) from any Person alleging that the consent of such Person is or may be required in response thereto so that connection with the transactions contemplated hereby may be effected and (C) after such discussionsby the Merger Agreement, any notice or other communication from any governmental authority in connection with the Board of Directors transactions contemplated by the Merger Agreement, any Proceeding commenced or, to the Knowledge of the Company concludes(as defined in the Merger Agreement), after consultation threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries that would have been required to have been disclosed pursuant to the Merger Agreement or which relates to the consummation of the transactions contemplated by the Merger Agreement, any written notice or other written communication (or, to the Knowledge of the Company, any other notice or communication) from any major customer or major supplier that such major customer or major supplier is terminating its relationship with the Company or any of its outside legal advisors, that Subsidiaries as a result of the failure to effect a Change Table of Recommendation would be reasonably likely to result in a Contents transactions contemplated by the Merger Agreement or any inaccuracy of any representation or warranty or breach of its fiduciary duties under applicable Legal Requirements. (iii) covenant or agreement in the Merger Agreement that would reasonably be expected to cause any of the Offer Conditions not to be satisfied. The Board of Directors Merger Agreement provides that, subject to certain limitations on premiums, for six years after the Effective Time, Parent will, or will cause the Surviving Corporation to, maintain and extend all existing officers’ and directors’ liability insurance of the Company (or equivalent prepaid “tail” or “runoff” policies obtained prior to the Effective Time) with respect to acts or omissions occurring prior to the Effective Time covering each Person covered as of the date of the Merger Agreement by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of the Merger Agreement; provided that neither Parent nor Purchaser shall not make be obligated to pay annual premiums in excess of 200% of the amount the Company paid for its officers’ and directors’ liability insurance policy. The Merger Agreement provides that, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurred, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company and its Subsidiaries to: (i) each indemnification agreement disclosed pursuant to the Merger Agreement with any Change person who is now, or has been at any time prior to the date of Recommendation other than the Merger Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (an “Indemnified Party”); and (ii) any indemnification provision and any exculpation provision set forth in compliance with the certificate of incorporation or bylaws of the Company as in effect on the date of the Merger Agreement, subject in each case to any limitations imposed by the certificate of incorporation or bylaws of the Company as in effect on the date of the Merger Agreement and as permitted by imposed from time to time under applicable law. The Merger Agreement provides that the obligations of Parent and the Surviving Corporation under the provisions of the Merger Agreement which are summarized in this Section 5.4(d)paragraph will not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the written consent of such Indemnified Party and that the Indemnified Parties will be third-party beneficiaries of those provisions and entitled to enforce the covenants contained in those provisions.

Change of Recommendation. The Merger Agreement provides that during the Pre-Closing Period, neither the CoLucid Board nor any committee thereof shall (ii)(A) Notwithstanding Section 5.2(a)fail to make, in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify withdraw (or condition modify in a manner adverse to Acquiror its Lilly), or publicly propose to withdraw (or modify in a manner adverse to Lilly) the CoLucid Board’s recommendation to CoLucid stockholders to accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend or declare advisable, any Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”); (ii) fail to publicly reaffirm the Company Board Recommendation within ten business days after Xxxxx so requests in writing; or (iii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow CoLucid to execute or enter into any contract with respect to, any Takeover Proposal (other than an Acceptable Confidentiality Agreement). The Merger Agreement provides that, notwithstanding anything to the contrary contained in the Merger Agreement, at any time prior to the Acceptance Time, if: (i) CoLucid has received a bona fide written Takeover Proposal (which Takeover Proposal did not result from or arise out of or in connection with a breach of Section 6.6 of the Merger Agreement) from any person that has not been withdrawn and, after consultation with outside legal counsel and the CoLucid Board’s financial advisor, the CoLucid Board and the CoLucid Special Committee have determined in good faith that such Takeover Proposal is a Superior Proposal (after giving effect to all of the revisions to the terms of the Merger Agreement which may be offered by Lilly, including pursuant to clause (C) below); or (ii) there has been an Intervening Event (defined below), then (x) the CoLucid Board or the CoLucid Special Committee prior to the Acceptance Time may make a Company Adverse Change Recommendation or (y) in the case of a Superior Offer that is a tender or exchange offerProposal, recommend that its shareholders accept CoLucid may terminate the tender or exchange offer (any Merger Agreement in accordance with Section 8.1(d) of the foregoing actionsMerger Agreement in order to enter into a Specified Agreement (defined below) with respect to such Superior Proposal, whether by a Board in the case of Directors or a committee thereof, a “Change each of Recommendation”clauses (i) and (ii), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have and only if: (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer CoLucid Board and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore CoLucid Special Committee have determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, counsel and the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, AcquirorCoLucid Board’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisorsfinancial advisor, that the failure to effect a Change of Recommendation do so would be reasonably likely to result in a breach of its inconsistent with the CoLucid Board’s and the CoLucid Special Committee’s fiduciary duties under applicable Legal Requirements. (iii) The Board to CoLucid’s stockholders Table of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).Contents

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in In response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of LTX or Credence, as the Company case may be, may withhold, withdraw, amendamend or modify its recommendation in favor of, modifyin the case of LTX, qualify or condition the Share Issuance and the Charter Amendment, and in the case of Credence, adoption of this Agreement, in each case, in a manner adverse to Acquiror its Recommendationthe other party, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Its Stockholders’ Meeting has not occurred; (2) It shall have (A) provided Acquiror the other party hereto with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) three business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood so, and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror the other party hereto a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offerit has received; (3) Either (A) on or before the expiration of the five (5) three business day period following the delivery to Acquiror the other party hereto of any Change of Recommendation Notice, Acquiror the other party hereto does not make a written offer, which shall be binding and enforceable against Acquiror the other party and capable of acceptance by LTX or Credence, as the Company case may be (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) three business day period following the delivery to Acquiror the other party hereto of any Change of Recommendation Notice, the Board of Directors of LTX or Credence, as the Company case may be, determines in good faith (at a meeting of the Board of Directors of LTX or Credence, as the Company case may be, at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)advisor) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in Section 5.2 or this Section 5.4 5.3 (including Section 5.4(b5.3(b)) in connection with such Acquisition Proposal). (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining obtaining, in the case of the stockholders of LTX, approval of the shareholders Share Issuance and the Charter Amendment, or in the case of the Company stockholders of Credence, the adoption of this Agreement and the Scheme of ArrangementAgreement, the Board of Directors of Credence or LTX, as the Company case may be, may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof that was neither known to the Board of Director of such party nor reasonably foreseeable as of or prior to the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company such party shall send to Acquiror the other party hereto written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) three business days prior to effecting a Change of Recommendation, . (Biii) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, Neither the Board of Directors of Credence nor the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company LTX shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d5.3(d).

Change of Recommendation. Neither the Company Board nor any committee thereof shall (i) Notwithstanding Section 5.2(a)fail to make, in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify withdraw or condition modify in a manner adverse to Acquiror its Parent, or publicly propose to withdraw or modify in a manner adverse to Parent, the Company Board Recommendation, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Acquisition Proposal or (iii) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal (each of (i) and in (iii), “Specified Conduct”). Notwithstanding the case provisions of a Superior Offer that is a tender or exchange offerSection 6.04(a) and the foregoing provisions of this Section 6.04(g), recommend that its shareholders accept the tender or exchange offer if, (any x) prior to receipt of the foregoing actionsCompany Stockholder Approval, whether by a (A) the Company Board of Directors or a committee thereofshall have determined in good faith, after consultation with outside counsel, that compliance with the preceding sentence would be inconsistent with its fiduciary duties under applicable Law (a “Change of RecommendationFiduciary Determination”), if all (B) the Company Board has notified Parent in writing of the following conditions determination described in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have clause (A) provided Acquiror with written ), which notice of its intention to effect a Change of Recommendation shall specify in reasonable detail the material events giving rise thereto (a “Change of Recommendation Determination Notice”), and (C) at least five (5) business days prior following receipt by Parent of the Determination Notice, and taking into account any revised proposal made by Parent since receipt of the Determination Notice, the Company Board maintains its Fiduciary Determination, provided, that, during such period after receipt by Parent of such notice, the Company has, if requested by Parent, negotiated in good faith with, and caused the Company’s financial and legal advisors to effecting a Change of Recommendation that relates negotiate in good faith with, Parent to (i) a Superior Offer or (ii) any material change attempt to make such adjustments in the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of this Agreement as would enable the Superior Company to proceed with the Transactions, or (y) at any time the Company Board shall have made a Fiduciary Determination in connection with a Tender Offer and Communication, then the identity Company Board may (1) engage in any of the Person Specified Conduct (a “Change of Recommendation”), it being understood that, for the avoidance of doubt, neither the approval or group making the Superior Offer, and (III) that it intends to effect delivery of a Determination Notice shall be deemed a Change of Recommendation Recommendation, and/or (2) upon termination of this Agreement in accordance with Section 8.01(h) and concurrent payment of the manner Termination Fee in which it intends to do so accordance with Section 8.03 (it being understood and agreed that such notice and such statement termination shall not constitute a Change be effective until payment of Recommendationsuch Termination Fee), (B) provided approve and enter into an agreement relating to Acquiror a copy of all materials and information delivered or made available Superior Proposal. Nothing in this Section 6.04 shall permit the Company to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of terminate this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on except as specifically provided in Article VIII or before the expiration of the five (5) business day period following the delivery to Acquiror of affect any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors other obligation of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition ProposalAgreement. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in In response to the receipt of a Superior Offer that has not been withdrawnOffer, the Board of Directors of the Company may withhold, withdraw, amendamend or modify its recommendation in favor of the Merger, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the shareholders of the Company, may recommend that its the shareholders of the Company accept the tender or exchange offer and release the Person making the Superior Offer from any "standstill" obligation pursuant to agreements between such Person and the Company (any of the foregoing actions, whether by a the Board of Directors of the Company or a committee thereof, a “"Change of Recommendation”"), if all of the following conditions in clauses (1i) through (5v) are met: (1) : A Superior Offer with respect to the Company has been made and has not been withdrawn or matched by Parent; The Scheme Shareholders' Meeting has not occurred; (2) It ; The Company shall have (Aa) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “"Change of Recommendation Notice”") at least five (5) business days two Business Days prior to publicly effecting a such Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I1) that it the Company has received a Superior Offer, (II2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III3) that it intends to the Company may effect a Change of Recommendation and the manner in which it intends to may do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)so, (Bb) provided to Acquiror Parent a copy of all written materials delivered to the Person or group making the Superior Offer in connection with such Superior Offer (to the extent not previously provided to Parent), and (c) made available to Parent all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror in connection with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the ; and The Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with after receipt of advice of its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if anyOffer, the failure of the Board of Directors to effect a Change of Recommendation would could reasonably be reasonably likely determined to result in a breach of be inconsistent with its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything obligations to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirementslaw. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding anything to the contrary contained in Section 5.2(a5.3(a), in response to the receipt of a Superior Offer that has not been withdrawnOffer, (x) the Board of Directors of the Company may withhold, withdraw, amendamend or modify its recommendation in favor of the Merger, modifyand, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the stockholders of the Company, may recommend that its shareholders the stockholders of the Company accept the tender or exchange offer (any of the foregoing actions, whether by a the Board of Directors of the Company or a committee thereof, a “Change of Recommendation”), (y) the Board of Directors of the Company, the Company or its Subsidiaries (including each of their respective directors, officers, employees, agents or other representatives) may approve, endorse, or recommend any Superior Offer or recommend a Superior Offer, or (z) the Company or any of its Subsidiaries may execute or enter into or propose to execute or enter into any letter of intent or similar document or any contract, agreement or commitment (which may be conditioned on the termination of this Agreement) contemplating or otherwise relating to any Superior Offer or transaction contemplated thereby, if all of the following conditions in clauses (1i) through (5vi) are met: (1i) The Scheme Meeting the Board of Directors of the Company determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that a Superior Offer has been made and not occurredwithdrawn; (2ii) It the stockholders of the Company have not approved this Agreement in accordance with applicable Law; (iii) the Company shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days Business Days prior to publicly effecting a such Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (IA) that it the Company has received a Superior Offer, (IIB) the material final terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, Offer and (IIIC) that it the Company intends to effect a Change of Recommendation and Recommendation; (iv) after delivering the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation)Recommendation Notice, (B) provided to Acquiror the Company shall provide Parent with a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that during such five- (5) Business Day period, and negotiate in good faith with respect thereto during such five- (5) Business Day period, as would enable the transactions contemplated hereby may be effected and so that the transaction theretofore determined Company to be proceed with its recommendation to stockholders in favor of adoption of this Agreement without making a Superior Offer no longer constitutes a Superior OfferChange of Recommendation; (3v) Either the Board of Directors of the Company shall have determined (A) on or before after consultation with its financial advisor, that the expiration terms of the five Superior Offer are more favorable to the stockholders of the Company than the Merger (5taking into account as it may be adjusted pursuant to paragraph (iv) business day period following above) and (B) after consultation with outside legal counsel, the delivery failure to Acquiror of any effect a Change of Recommendation Noticewould result in a breach of the Board of Directors’ fiduciary duties to the stockholders of the Company under applicable Law; and (vi) the Company shall not have breached any of the provisions set forth in Section 5.2 or this Section 5.3. In addition, Acquiror does the Board of Directors of the Company may withdraw, modify or fail to make, in a manner adverse to Parent or Merger Sub, the recommendation of the Board of Directors of the Company in favor of the adoption and approval of this Agreement and the approval of the Merger in response to a material fact, event, change, development or set of circumstances (other than an Acquisition Proposal occurring or arising after the date of this Agreement) that was not make a written offer, which shall be binding and enforceable against Acquiror and capable known to the Board of acceptance Directors of the Company nor reasonably foreseeable by the Board of Directors of the Company as of or prior to the date of this Agreement (a and not relating in any way to any Acquisition Proposal) (an “Matching BidIntervening Recommendation Change” and such material fact, change, development or set of circumstances, an “Intervening Event”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, if the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following after consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if anyIntervening Event, the failure of the Board of Directors of the Company to effect a such an Intervening Recommendation Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal RequirementsLaw; and (5) It provided that no fact, event, change, development or set of circumstances shall constitute an Intervening Event if such fact, event, change, development or set of circumstances resulted from or arose out of the announcement, pendency or consummation of the Merger; and provided, further, that the Company shall not have materially breached any of the provisions set forth in be entitled to exercise its rights to make an Intervening Recommendation Change pursuant to this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of sentence unless the Company of this Agreement and the Scheme of Arrangement, has (A) provided to Parent at least four (4) Business Days prior written notice advising Parent that the Board of Directors of the Company may, in response intends to a material development or change in circumstances occurring, arising or coming to take such action and specifying the attention facts underlying the determination of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludesthat an Intervening Event has occurred, after consultation an the reasons for the Intervening Recommendation Change, in reasonable detail, and (B) during such four (4) Business Day period, if requested by Parent, engaged in good faith negotiations with its outside legal advisorsParent to amend the Agreement in such a manner that obviates the need for a Intervening Recommendation Change. In the event that, that subsequent to the failure date of this Agreement and prior to effect the meeting of the Company stockholders, there shall have been a Change of Recommendation would be reasonably likely unless this Agreement is terminated by the Company or Parent, as the case may be, pursuant to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors Article VII, the Company shall nevertheless submit this Agreement to the stockholders of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d)for adoption.

Change of Recommendation. (i) Notwithstanding Section 5.2(a6.1(b), at any time prior to obtaining the Required Stockholder Approval, the board of directors of the Company may, solely in response to the receipt of a Superior Offer that has not been withdrawnProposal, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition in make a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”Recommendation and terminate this Agreement in accordance with Section 9.1(h), if all of the following conditions in clauses (1i) through (5v) are met: (1i) The Scheme Meeting in the case of a Superior Proposal, such Superior Proposal has not occurredbeen withdrawn and continues to be a Superior Proposal; (2ii) It the Company’s board of directors shall have (A) provided Acquiror with delivered to Parent written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days Business Days prior to effecting a informing the stockholders of the Company of, or publicly effecting, such Change of Recommendation that relates in response to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to Proposal which a previous Change of Recommendation Notice applies, which notice shall state expressly (I1) that it the Company has received a Superior OfferProposal, (II2) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group making the Superior OfferProposal along with any documents delivered to the Company, or any of its Agents, by such Person or group in connection with such proposal, and (III3) that it the Company intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), so; (B) provided provide to Acquiror Parent a copy of all materials and information delivered or made available to the Person or group making the Superior Offer Proposal in connection with a Superior Proposal (to the extent not previously delivered or any of its Representatives made available to Parent), and (C) provided Acquiror with during the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the aforementioned five (5) business day period following Business Day period, if requested by Parent, engaged in good faith negotiations to amend this Agreement in such a manner that the delivery to Acquiror of any Change of Recommendation NoticeSuperior Proposal would no longer be a Superior Proposal; (iii) Parent shall not have, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the aforementioned five (5) business day period following Business Day period, made an offer that the delivery to Acquiror Company’s board of any Change of Recommendation Notice, the Board of Directors of the Company determines directors has in good faith determined (at a meeting after the receipt of the Board of Directors of the Company at which it consults prior to such determination advice from and consultation with its outside legal counsel and its financial advisors (including adviser) results in the Independent Financial Advisor)) Alternative Transaction Proposal that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues had been determined to be a Superior OfferProposal no longer being a Superior Proposal; (4iv) Its Board the board of Directors directors of the Company has concluded in good faith, following after receipt of advice from and consultation with its outside legal counsel, that, in light of such Superior Offer Proposal and after taking into consideration considering any adjustments or negotiations pursuant to the Matching Bidpreceding clause (ii), if any, that the failure Company’s board of the Board of Directors directors is required to effect a Change of Recommendation would be reasonably likely to result in a breach of comply with its fiduciary duties obligations to the stockholders of the Company under applicable Legal Requirementsthe DGCL; and (5v) It the Company shall not have materially breached any of previously complied with, and continues to comply with, the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal6.2. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to the attention of such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded in good faith, after consultation with its outside legal advisors, that, in light of such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements. (iii) The Board of Directors of the Company shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d).

Change of Recommendation. (i) Notwithstanding From the date hereof until the Effective Time or, if earlier, the valid termination of this Agreement in accordance with Section 5.2(a8.1, except to the extent permitted by Section 6.1(c)(ii) or Section 6.1(c)(iii), neither the Board of Directors nor any committee thereof shall make a Change of Recommendation. (ii) Notwithstanding anything in response this Agreement to the receipt contrary, prior to the time, but not after, the Company Requisite Vote is obtained, if an unsolicited bona fide Acquisition Proposal that did not result from a breach of a Superior Offer Section 6.1 is received by the Company and that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met: (1) The Scheme Meeting has not occurred; (2) It shall have (A) provided Acquiror with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice applies, which notice shall state expressly (I) that it has received a Superior Offer, (II) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (III) that it intends to effect a Change of Recommendation and the manner in which it intends to do so (it being understood and agreed that such notice and such statement shall not constitute a Change of Recommendation), (B) provided to Acquiror a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the opportunity to meet and discuss a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected and so that the transaction theretofore determined to be a Superior Offer no longer constitutes a Superior Offer; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination faith, after consultation with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)advisor(s) that after taking into account the Matching Bidsuch Acquisition Proposal would, that the Superior Offer to which the Change of Recommendation Notice applies continues to be if consummated, constitute a Superior Offer; (4) Its Board of Directors has concluded in good faithProposal, following consultation with its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if any, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; and (5) It shall not have materially breached any of the provisions set forth in this Section 5.4 (including Section 5.4(b)) in connection with such Acquisition Proposal. (ii) In addition, and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of this Agreement and the Scheme of Arrangement, then the Board of Directors of the Company may, in response to a material development or change in circumstances occurring, arising or coming to if the attention of such Board of Directors of the Company has determined in good faith after consultation with its financial advisors and outside legal counsel, that failure to take such action would be inconsistent with the date hereof directors’ fiduciary duties under applicable Law, (and not relating to any Acquisition Proposalx) (such material development or change in circumstances, an “Intervening Event”), make effect a Change of Recommendation if or (y) terminate this Agreement pursuant to Section 8.1(d)(ii) in order to enter into a definitive written agreement providing for such Superior Proposal; provided, however, that the Company pays to Parent any Company Termination Payment required to be paid pursuant to Section 8.2(b)(i); provided further, that, prior to taking such action described in clauses (x) or (y) above, (A) the Company shall give Parent written notice four (4) Business Days in advance (such period from the time the Company Notice is provided until the end of the fourth (4th) Business Day immediately following the day on which the Company delivered the Company Notice, the “Notice Period”), which notice shall set forth in writing that the Board of Directors of the Company intends to consider whether to take such action and including copies of or the material terms and conditions of the Acquisition Proposal that is the basis of the proposed action of the Board of Directors of the Company and the latest draft of any documentation being negotiated in connection with such Acquisition Proposal (such notice, the “Company Notice”), (B) after giving such Company Notice and prior to taking any action described in clauses (x) or (y) above, the Company shall, and shall direct its Representatives to, negotiate in good faith with Parent (to the extent requested by Parent), to enable Parent to propose such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal and (C) at the end of the Notice Period, prior to and as a condition to taking any action described in clauses (x) or (y) above, the Board of Directors of the Company shall take into account in good faith any changes to the terms of this Agreement proposed in writing by Parent in response to the Company Notice and any other information offered by Parent in response to the Company Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor(s) that such Acquisition Proposal continues to constitute a Superior Proposal and the failure to take such action described in clauses (x) or (y) above would be inconsistent with the directors’ fiduciary duties under applicable Law, if such changes proposed in writing by Parent (if any) were to be given effect. Any amendment or revision to the financial terms or other material amendment, revision or supplement to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 6.1(d) and this Section 6.1(c)(ii) and require a new Company Notice, except that references in this Section 6.1(c)(ii) to “four (4) Business Days” shall be deemed to be references to “three (3) Business Days” and such three (3) Business Day period shall expire at end of the third (3rd) Business Day immediately following the day on which such new Company Notice is delivered (it being understood and agreed that in no event shall any such additional three (3) Business Day Notice Period be deemed to shorten the initial four (4) Business Day Notice Period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, the Company Requisite Vote is obtained, other than as provided in Section 6.1(c)(ii), the Board of Directors of the Company may effect a Change of Recommendation if, and only if, (x) an Intervening Event has concluded occurred, and (y) prior to taking such action, the Board of Directors of the Company has determined in good faith, after consultation with its outside legal advisorscounsel and its financial advisor(s), that, that failure to take such action in light of response to such Intervening Event, the failure of such Board of Directors to effect such a Change of Recommendation Event would be reasonably likely to result in a breach of its inconsistent with the directors’ fiduciary duties under applicable Legal RequirementsLaw; provided, however, that prior to effecting such Change of Recommendation, (A) the Company shall send to Acquiror written give Parent a Company Notice four (4) Business Days in advance, which notice shall include a reasonably detailed description of its intention to effect a Change of Recommendationsuch Intervening Event, specifying in reasonable detail the reasons therefor, at least five (5B) business days after giving such Company Notice and prior to effecting a Change of Recommendation, (B) the Company shall, and shall provide Acquiror direct its Representatives to, negotiate in good faith with an opportunity Parent (to meet the extent requested by Parent), to enable Parent to propose revisions to the terms of this Agreement and discuss (C) at the basis for end of the Notice Period, prior to and as a condition to effecting a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludesshall take into account in good faith any changes to the terms of this Agreement proposed in writing by Parent in response to the Company Notice and any other information offered by Parent in response to the Company Notice, and shall have determined in good faith after consultation with its outside legal advisors, counsel and its financial advisor(s) that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would be reasonably likely to result in a breach of its inconsistent with the directors’ fiduciary duties under applicable Legal Requirements. Law if such changes proposed in writing by Xxxxxx (iiiif any) The Board were to be given effect. Any material change to the facts and circumstances relating to any Intervening Event for purposes of Directors of the Company shall not make any Change of Recommendation other than in compliance with Section 6.1(d) and as permitted by this Section 5.4(d6.1(c)(iii) shall require a new Company Notice, except that references in this Section 6.1(c)(iii) to “four (4) Business Days” shall be deemed to be references to “three (3) Business Days” (it being understood and agreed that in no event shall any such additional three (3) Business Day Notice Period be deemed to shorten the initial four (4) Business Day Notice Period).

Change of Recommendation. (i) Notwithstanding Section 5.2(a), in In response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of Parent or the Company Company, as the case may be, may withhold, withdraw, amendamend or modify its recommendation in favor of, modifyin the case of Parent, qualify or condition in a manner adverse to Acquiror its Recommendationthe Share Issuance, and in the case of the Company, adoption of this Agreement, and, in the case of a Superior Offer that is a tender or exchange offeroffer made directly to the stockholders of the Company or Parent, as the case may be, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (56) are met: (1) The Scheme Meeting A Superior Offer with respect to it has been made and has not occurredbeen withdrawn; (2) In the case of Parent, its stockholders have not approved the Share Issuance, and in the case of the Company, its stockholders have not adopted this Agreement; (3) It shall have (A) provided Acquiror the other party hereto with written notice of its intention to effect a Change of Recommendation (a “Change of Recommendation Notice”) at least five (5) two business days prior to effecting a Change of Recommendation that relates to (i) a Superior Offer or (ii) any material change to the terms of a Superior Offer to which a previous Change of Recommendation Notice appliesRecommendation, which notice shall state expressly expressly (IA) that it has received a Superior Offer, (IIB) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (IIIC) that it intends to effect a Change of Recommendation and the manner in which it intends to do so so; (it being understood and agreed that such notice and such statement shall not constitute a 4) After delivering the Change of Recommendation)Recommendation Notice, (B) it shall have provided to Acquiror the other party hereto with a copy of all materials and information delivered or made available to the Person or group making the Superior Offer or any of its Representatives and (C) provided Acquiror with the reasonable opportunity to meet and discuss a modification of make such adjustments in the terms and conditions of this Agreement so that during such two business day period, and shall have negotiated in good faith with respect thereto during such two business day period, regarding any changes proposed by the transactions contemplated hereby may be effected other party for the purpose of enabling such party’s Board of Directors to proceed with its recommendation in favor of, in the case of Parent, the Share Issuance, and so that in the transaction theretofore determined to be case of the Company, adoption of this Agreement, without effecting a Superior Offer no longer constitutes a Superior OfferChange of Recommendation; (3) Either (A) on or before the expiration of the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, Acquiror does not make a written offer, which shall be binding and enforceable against Acquiror and capable of acceptance by the Company (a “Matching Bid”), in response to such Superior Offer, or (B) following receipt of a Matching Bid within the five (5) business day period following the delivery to Acquiror of any Change of Recommendation Notice, the Board of Directors of the Company determines in good faith (at a meeting of the Board of Directors of the Company at which it consults prior to such determination with its outside legal counsel and its financial advisors (including the Independent Financial Advisor)) that after taking into account the Matching Bid, that the Superior Offer to which the Change of Recommendation Notice applies continues to be a Superior Offer; (4) Its Board of Directors has concluded in good faith, following consultation with the receipt of advice of its outside legal counsel, that, in light of such Superior Offer and after taking into consideration the Matching Bid, if anyOffer, the failure of the Board of Directors to effect a Change of Recommendation would be reasonably likely to result in constitute a breach of its fiduciary duties obligations to its stockholders under applicable Legal Requirements; and (56) It shall not have materially breached in any material respect any of the provisions set forth in Section 5.2 or this Section 5.4 5.3 (including clause (B) of Section 5.4(b5.3(c)(i)) in connection with respect to such Acquisition ProposalSuperior Offer. (ii) In additionOther than in connection with an Acquisition Proposal or a Superior Offer (which shall be subject to Section 5.3(d)(i) and not subject to this Section 5.3(d)(ii)), and notwithstanding anything to the contrary set forth herein, at any time prior to obtaining the approval of the shareholders of the Company of nothing in this Agreement and the Scheme of Arrangement, shall prohibit or restrict the Board of Directors of the Company mayor Parent, in response to as the case may be, from making a material development or change in circumstances occurring, arising or coming Change of Recommendation to the attention of extent that such Board of Directors after the date hereof (and not relating to any Acquisition Proposal) (such material development or change in circumstances, an “Intervening Event”), make a Change of Recommendation if such Board of Directors has concluded determines in good faith, after consultation with following the receipt of advice of its outside legal advisorscounsel, that, in light of such Intervening Event, that the failure of such Board of Directors to effect such a Change of Recommendation would be reasonably likely to result in a breach of its fiduciary duties under applicable Legal Requirements; provided, however, that (A) the Company shall send to Acquiror written notice of its intention to effect a Change of Recommendation, specifying in reasonable detail the reasons therefor, at least five (5) business days prior to effecting a Change of Recommendation, (B) the Company shall provide Acquiror with an opportunity to meet and discuss the basis for a Change of Recommendation, Acquiror’s reaction thereto and any possible modification to the terms and conditions of this Agreement in response thereto so that the transactions contemplated hereby may be effected and (C) after such discussions, the Board of Directors of the Company concludes, after consultation with its outside legal advisors, that the failure to effect a Change of Recommendation would be reasonably likely to result in constitute a breach of the Board of Directors’ fiduciary obligations to its fiduciary duties stockholders under applicable Legal Requirements; provided, however, that such party shall send to the other party hereto written notice of its intention to effect a Change of Recommendation at least two business days prior to effecting a Change of Recommendation. (iii) The Board of Directors of the Company or Parent, as the case may be, shall not make any Change of Recommendation other than in compliance with and as permitted by this Section 5.4(d5.3(d).