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 (i) Notwithstanding Section 5.2(a), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify or condition in a manner adverse to Acquiror its Recommendation, and in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:

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Notwithstanding the provisions of Section 5.2(a5.2(b), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amend, modify, qualify amend or condition modify its recommendation in favor of adoption of this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:

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 (i) Notwithstanding Section 5.2(a), in In response to the receipt of a Superior Offer that has not been withdrawn, the Company’s Board of Directors of or the Company Special Committee may withhold, withdraw, amendamend or modify its recommendation in favor of adoption of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:

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 (i) Notwithstanding Section 5.2(a), in In response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of the Company may withhold, withdraw, amendamend or modify its recommendation in favor of adoption of this Agreement and approval of the Merger and the transactions contemplated hereby, 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 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”), only if all of the following conditions in clauses (1) through (56) are met: