Common use of Changes of Recommendation Clause in Contracts

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall not yet have accepted a majority of the then outstanding Shares in the Offer; (ii) It shall have (A) provided to Parent written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offer; (iii) Its Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that failure of the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of its fiduciary obligations to its shareholders under applicable Legal Requirements; and (iv) It shall not have breached in any material respect any of the provisions set forth in this Section 6.1.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoingprovisions of ------------------------- Section 5.2(b), (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board of Directors of Avanex or Oplink, as the Company case may withhold be, may withhold, withdraw, amend or withdraw modify its recommendation that the shareholders Board Recommendation in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)response to the receipt of a Superior Offer, whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall Such a Superior Offer with respect to it has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) Its Stockholders' Meeting has not occurred or the requisite vote of its stockholders to (A) approve and adopt this Agreement and approve the Merger or (B) to approve the Share Issuance, as the case may be, has not been obtained; (iii) It shall have (A) at least three (3) calendar days prior to a Change of Recommendation, provided to Parent the other party hereto written notice which shall state expressly (1) that it has received a such Superior Offer, (2) the material terms and conditions of the such Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent the other party hereto a copy of all written and electronic materials delivered to the Person or group making the Superior OfferOffer it has received, and (C) made available to the other party hereto all materials and information made available to the Person or group making the Superior Offer it has received; (iiiiv) Its Board of Directors has concluded believes in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that failure of to make the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its the Board of Directors' fiduciary obligations to its shareholders stockholders under applicable Legal Requirementslaw; and (ivv) It shall not have breached in any material respect any of the provisions set forth in Section 5.2 or this Section 6.15.3 in connection with such Superior Offer.

Changes of Recommendation. Neither Except as set forth in this Section 5.3(d), neither the Company's NPS Board of Directors nor any committee thereof the Enzon Board (as the case may be) shall withhold, withdraw, amend or modify or change, or propose publicly to withdraw, modify or change, its recommendation in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, transactions contemplated hereby or approve and adopt this Agreement and the Mergeror recommend an Acquisition Proposal. Notwithstanding the foregoing, (Ai) if the NPS Board or the Enzon Board (as the case may be) has concluded in response to good faith, after consultation with its outside legal counsel, that the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors failure of the Company may withhold or withdraw board of directors to effect a Change of Recommendation (as hereinafter defined) is reasonably likely to result in a breach of its recommendation that the shareholders of the Company accept the Offer, tender their Shares fiduciary obligations to Merger Sub thereunder and, if required by its stockholders under applicable Legal Requirements, approve and adopt this Agreement and then the Merger, and, NPS Board or the Enzon Board (B) in as the case may be) may withhold, withdraw, amend or modify its recommendation in favor of the transaction contemplated hereby, and (ii) with respect to a Superior Offer that is a tender or exchange offer made directly to its shareholdersOffer, may approve or recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), such Superior Offer if in the case of (A) or (B) all of the following conditions in clauses (i1) through (iv5) are met: (i1) Merger Sub shall a Superior Offer with respect to it has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii2) It its Stockholders' Meeting has not occurred; (3) it shall have (A) provided to Parent the other party hereto written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent the other party hereto a copy of all written materials delivered to the Person or group making the Superior Offer in connection with such Superior Offer, and (C) made available to the other party hereto all materials and information made available to the Person or group making the Superior Offer in connection with such Superior Offer; (iii4) Its Board its board of Directors directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board board of Directors directors to effect a Change of Company Recommendation would take such action is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirements; , and (iv5) It it shall not have breached in any material respect any of the provisions set forth in this Section 6.15.3 in connection with such Superior Offer. Any of the actions set forth in Section 5.3(d)(i) and Section 5.3(d)(ii), whether by a board of directors, or a committee thereof, is referred to herein as a "Change of Recommendation."

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof Nothing in this Agreement shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, prevent the Company Board of Director's recommendation that from (i) withholding, withdrawing, amending or modifying the shareholders Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(i) simultaneously with the payment of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, Termination Fee if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that Company Stockholders Approval has not yet been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, andobtained, (B) the Company shall not have violated any of the restrictions set forth in the case of Section 6.5 or this Section 6.7, (C) a Superior Offer that is a tender or exchange offer made directly to its shareholdersthe Company and is not withdrawn, may recommend that its shareholders accept (D) the tender or exchange offer Company shall have promptly provided written notice to Parent (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change Notice of Superior Offer") advising Parent that the Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall not yet have accepted a majority of the then outstanding Shares in the Offer; (ii) It shall have (A) provided to Parent written notice which shall state expressly (1) that it has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) and the manner and timing in which it intends (or may intend) to do so, (E) Parent shall not have, within five (5) Business Days after receipt by Parent of the Notice of Superior Offer, made an offer that the Company Board determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company's stockholders as such Superior Offer (it being agreed that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (2) that the material terms and conditions Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) for five (5) Business Days after receipt by Parent of the Superior Offer and the identity Notice of the Person or group making the Superior Offer, and (3) that it intends any change to effect the financial or other material terms of such Superior Offer shall require a Change new Notice of Company Recommendation Superior Offer to Parent and the manner in which it intends to do soa new five (5) Business Day period under this clause (E), and (BF) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offer; (iii) Its Company Board of Directors has concluded concludes in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferOffer and any offer made by Parent pursuant to Section 6.7(d)(E), there is a reasonable possibility that failure of the Company Board of Directors is required under applicable Law to effect a Change of withhold, withdraw, amend or modify the Company Board Recommendation would result in a breach of to comply with its fiduciary obligations to its shareholders the Company's stockholders under applicable Legal Requirements; and (ivLaw.) It For purposes of clarification, compliance with the provisions of this Section 6.7(d) for changing the Company Board Recommendation shall not have breached in any material respect any be deemed an Effect that would materially impede or delay the Company's ability to consummate the transactions contemplated by this Agreement within the meaning of the provisions set forth in this Section 6.1"Material Adverse Effect".

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues Offer, with respect to constitute a Superior Offer after Parent or the Company's compliance with Section 6.1(d), as the case may be, the Board of Directors of the Company such party may withhold withhold, withdraw, amend or withdraw modify its recommendation that with respect to the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the MergerMergers, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Company Board of Directors Directors, the Parent Board of Directors, or a committee thereof, a "“Change of Company Recommendation"” with respect to such party), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall A Superior Offer with respect to it has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) Its Stockholders’ Meeting has not occurred; (iii) It shall have (Aa) provided delivered to Parent the other party written notice (a “Change of Recommendation Notice”) at least three (3) business days prior to publicly effecting such Change of Recommendation, which notice shall state expressly (1A) that it has received an Acquisition Proposal which may constitute a Superior Offer, (2B) the material terms and conditions of the Superior Offer such Acquisition Proposal and the identity of the Person person or group making the Superior OfferAcquisition Proposal, and (3C) that it intends (or may intend) to effect a Change of Company Recommendation and the manner and timing in which it intends (or may intend) to do so, (iv) In the case of the Company only, and the Company has (Ba) provided to Parent a copy of all written materials delivered to the Person person or group making the Acquisition Proposal which may constitute a Superior Offer;Proposal (described in clause (iii) of this Section 5.3(d)) in connection with such Acquisition Proposal, and (b) made available to Parent all materials and information made available to the person or group making the Acquisition Proposal which may constitute a Superior Proposal (described in clause (iii) of this Section 5.3(d)) in connection with such Acquisition Proposal, together with a complete list identifying all such materials and information furnished to such person or group; and (iiiv) Its Board of Directors has concluded in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors or Parent Board of Directors, as applicable, to effect a Change of Company Recommendation would result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirements; and law. In addition, in the case of the Company, after delivering the Change of Recommendation Notice to Parent, the Company shall provide Parent a reasonable opportunity (iv) It which opportunity shall begin no later than the delivery of the Change of Recommendation Notice and shall continue until the occurrence of the Change of Recommendation, but which opportunity shall not have breached otherwise by itself extend the amount of time after delivery of Change of Recommendation Notice upon which the Company may effect of Change of Recommendation in any material respect any of the provisions set forth in accordance with this Section 6.15.3(d)) to make such adjustments in the terms and conditions of this Agreement, and negotiate in good faith with respect thereto, as would enable the Company to proceed with its recommendation to stockholders without making a Change of Recommendation.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) Solely in response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of the Company or Parent, as the case may withhold or withdraw its recommendation that the shareholders be, may make a Change of the Company accept the Offer, tender their Shares to Merger Sub thereunder andRecommendation, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i1) through (iv5) are met: (i1) Merger Sub shall the Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (ii2) It shall have the stockholder vote at the Company Stockholders' Meeting or Parent Stockholders' Meeting, as the case may be, has not occurred; (3) the Company or Parent, as the case may be, has (A) provided to Parent the other party hereto three business days' prior written notice which shall state expressly (1i) that it has received a Superior OfferProposal, (2ii) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group of Persons making the Superior OfferProposal, and (3iii) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided during the aforementioned period, if requested by the other party hereto, engaged in good faith negotiations to Parent amend this Agreement in such a copy of all written materials delivered manner that the Alternative Transaction Proposal which was determined to the Person or group making the be a Superior OfferProposal no longer is a Superior Proposal; (iii4) Its the Board of Directors of the Company or Parent, as the case may be, has concluded determined in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of be inconsistent with its fiduciary obligations to its shareholders duties under applicable Legal RequirementsApplicable Law; and (iv5) It the Company or Parent, as the case may be, shall have complied in all material respects with Section 5.2(c) and shall not have breached in any material respect any of the other provisions set forth in this Section 6.15.2.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute Offer, the Board may withhold, withdraw, amend or modify its unanimous recommendation in favor of the Merger, recommend a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors or a committee thereof, a "“Change of Company Recommendation"”), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivvi) are met: (i) Merger Sub shall A Superior Offer with respect to the Company has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It The Stockholders’ Meeting has not occurred; (iii) The Company shall have (A) provided to Parent written notice which shall state expressly (1) that it the Company has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person person or group making the Superior Offer, and (3) that it the Board intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person person or group making the Superior Offer in connection with such Superior Offer, and (C) made available to Parent all materials and information made available to the person or group making the Superior Offer in connection with such Superior Offer; (iiiiv) Its The Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there the Change of Recommendation is a reasonable possibility that failure required in order for the Board to comply with its fiduciary duties to the Company’s stockholders under applicable law; (v) Parent shall not have, within five (5) days of Parent’s receipt of the Company notice referred to in Section 5.4(d)(iii), made an offer that the Board by a majority vote determines in its good faith judgment (after consultation with its financial advisor) to be at least as favorable, from a financial point of Directors view, to effect the Company’s stockholders as such Superior Offer (it being agreed that (A) the Board shall convene a Change meeting to consider any such offer by Parent promptly following receipt thereof, (B) that the Board will not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of Company Recommendation would result the adoption of this Agreement for five (5) days after receipt by Parent of the notice referred to in Section 5.4(d)(iii), and (C) any change to the financial or other material terms of such Superior Offer shall require a breach of its fiduciary obligations new notice pursuant to its shareholders Section 5.4(d)(iii) and a new five (5) day period under applicable Legal Requirements; andthis Section 5.4(d)(v). (ivvi) It shall not have breached in any material respect any of the provisions set forth in this Section 6.15.4.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board of Directors of the Company may withhold withhold, withdraw, amend or withdraw modify its recommendation that the shareholders in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, Merger and may indicate that it is doing so because it has received a Superior Offer (and, (Bto the extent required in order to comply with such Board of Directors' fiduciary duties under applicable law, may endorse or recommend such Superior Offer) and, in the case of the Company's receipt of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors of the Company or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall not yet have accepted a majority The Stockholders' Meeting of the then outstanding Shares in the OfferCompany has not occurred; (ii) It A Superior Offer with respect to the Company has been made and has not been withdrawn and its Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, the Board of Directors is required to effect a Change of Recommendation prevent a breach of its fiduciary obligations under applicable law; (iii) The Company shall have (A) provided to Parent written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials and information delivered or made available to the Person or group making the Superior Offer; Offer in connection with such Superior Offer and not previously provided to Parent, and (iiiC) Its considered any counterproposal to the Superior Offer that Parent may make during the five-day period after Parent's receipt of the written notice referred to in clause (A) (no Change of Recommendation being permissible hereunder prior to the end of such five-day period) and (D) determined in the good faith judgment of its Board of Directors has concluded in good faith, after (following consultation with its outside legal counselcounsel and its financial advisor), thatthat such counterproposal is less favorable, from a financial point of view, to the Company's stockholders (in light of such their capacities as stockholders) than the Superior Offer, there is a reasonable possibility that failure of the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of its fiduciary obligations to its shareholders under applicable Legal Requirements; and. (iv) It shall not have breached in any material respect any of the provisions set forth in Section 6.4 or this Section 6.16.5.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (Ai) Solely in response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(p)) to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of the Company may withhold Apogent or withdraw its recommendation that the shareholders of the Company accept the OfferFxxxxx, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in as the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersmay be, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by make a Board of Directors or a committee thereof, a "Change of Company Recommendation"Recommendation (as defined in Section 4.2(d)(ii)), if in the case of (A) or (B) all of the following conditions in clauses (iA) through (ivE) are met: (iA) Merger Sub shall The Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (iiB) It shall have The Apogent Shareholders’ Meeting or Fxxxxx Stockholders’ Meeting, as the case may be, has not occurred; (AC) Apogent or Fxxxxx, as the case may be, has (1) provided to Parent the other party hereto three business days’ prior written notice which shall state expressly (1x) that it has received a Superior OfferProposal, (2y) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group of Persons making the Superior OfferProposal, and (3z) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B2) provided to Parent a copy of the other party hereto all written materials and information delivered or made available to the Person or group of Persons making the Superior OfferProposal in connection with such Superior Proposal and (3) during the aforementioned period, if requested by the other party hereto, engaged in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal; (iiiD) Its The Board of Directors of Apogent or Fxxxxx, as the case may be, has concluded determined in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders or stockholders, as applicable, under applicable Legal RequirementsApplicable Laws; and (ivE) It Apogent or Fxxxxx, as the case may be, shall have complied with Section 4.2(c) and shall not have breached in any material respect any of the other provisions set forth in this Section 6.14.2.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board may withhold, withdraw, amend or modify its unanimous recommendation in favor of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors or a committee thereof, a "“Change of Recommendation”) or terminate this Agreement pursuant to Section 7.1(h) of this Agreement (provided, however, that the Company Recommendation"shall not terminate this Agreement pursuant to Section 7.1(h) and any purported termination pursuant to Section 7.1(h) shall be void and of no further force or effect, unless prior to or concurrently with such termination, the Company pays the Termination Fee), only if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall A Superior Offer with respect to the Company has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It The Stockholders’ Meeting has not occurred; (iii) The Company shall have (A) provided to Parent five business days prior written notice which shall state expressly (1) that it the Company has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person person or group making the Superior Offer, and (3) that it the Board intends to effect a Change of Company Recommendation and the manner in which it intends to do soso or terminate this Agreement and enter into a definitive agreement with respect to such Superior Offer, and (B) provided to Parent a copy of all written materials delivered to the Person person or group making the Superior OfferOffer in connection with such Superior Offer that have not already been provided to Parent, (C) made available to Parent all materials and information made available to the person or group making the Superior Offer in connection with such Superior Offer and (D) during such five business day period, engaged in good faith negotiations to amend this Agreement in a manner as would enable the Company to proceed with the Board’s recommendation to the Company’s stockholders in favor of the Company Stockholder Approval with respect to this Agreement, as it may be amended (and the Company shall make its Chairman and senior executives available for discussions with Parent and otherwise negotiate in good faith with Parent with respect thereto during such five business day period); (iiiiv) Its The Board of Directors has concluded in good faith, after following consultation with its outside legal counselcounsel and financial adviser, that, in light of such Superior OfferOffer and notwithstanding any adjustments or negotiations pursuant to Section 5.4(d)(iii)(D), there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would result in is reasonably likely to constitute a breach of its fiduciary obligations duties to its shareholders the Company’s stockholders under applicable Legal Requirementslaw; and (ivv) It shall not have materially breached Section 5.2. Provided however, that in the event of any material respect any revisions to the Superior Offer, the Company shall deliver a new written notice to Parent and comply with the requirements of the provisions set forth in this Section 6.15.4(d), including the five-day good faith notice period provided for, with respect to such new written notice.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) Solely in response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of the Company Seller may withhold or withdraw its recommendation that the shareholders make a Change of the Company accept the Offer, tender their Shares to Merger Sub thereunder andRecommendation, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall the Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (ii) It shall have the stockholder vote at the Seller Stockholders’ Meeting has not occurred; (iii) the Seller has (A) provided to Parent Buyer three (3) Business Days’ prior written notice which shall state expressly (1i) that it has received a Superior OfferProposal, (2ii) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group of Persons making the Superior OfferProposal, and (3iii) that it Seller intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided during the aforementioned period, if requested by Buyer, engaged in good faith negotiations to Parent amend this Agreement in such a copy of all written materials delivered manner that the Alternative Transaction Proposal which was determined to the Person or group making the be a Superior OfferProposal no longer is a Superior Proposal; (iiiiv) Its the Board of Directors of the Seller has concluded determined in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of be inconsistent with its fiduciary obligations to its shareholders duties under applicable Legal RequirementsApplicable Law; and (ivv) It the Seller shall have complied in all material respects with Section 5.2(c) and shall not have breached in any material respect any of the other provisions set forth in this Section 6.15.2.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues Offer, with respect to constitute a Superior Offer after Parent or the Company's compliance with Section 6.1(d), as the case may be, the Board of Directors of the Company such party may withhold withhold, withdraw, amend or withdraw modify its recommendation that with respect to the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the MergerMergers, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Company Board of Directors Directors, the Parent Board of Directors, or a committee thereof, a "Change of Company Recommendation"CHANGE OF RECOMMENDATION" with respect to such party), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall A Superior Offer with respect to it has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) Its Stockholders' Meeting has not occurred; (iii) It shall have (Aa) provided delivered to Parent the other party written notice (a "CHANGE OF RECOMMENDATION NOTICE") at least three (3) business days prior to publicly effecting such Change of Recommendation, which notice shall state expressly (1A) that it has received an Acquisition Proposal which may constitute a Superior Offer, (2B) the material terms and conditions of the Superior Offer such Acquisition Proposal and the identity of the Person person or group making the Superior OfferAcquisition Proposal, and (3C) that it intends (or may intend) to effect a Change of Company Recommendation and the manner and timing in which it intends (or may intend) to do so, (iv) In the case of the Company only, and the Company has (Ba) provided to Parent a copy of all written materials delivered to the Person person or group making the Acquisition Proposal which may constitute a Superior Offer;Proposal (described in clause (iii) of this Section 5.3(d)) in connection with such Acquisition Proposal, and (b) made available to Parent all materials and information made available to the person or group making the Acquisition Proposal which may constitute a Superior Proposal (described in clause (iii) of this Section 5.3(d)) in connection with such Acquisition Proposal, together with a complete list identifying all such materials and information furnished to such person or group; and (iiiv) Its Board of Directors has concluded in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors or Parent Board of Directors, as applicable, to effect a Change of Company Recommendation would result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirements; and law. In addition, in the case of the Company, after delivering the Change of Recommendation Notice to Parent, the Company shall provide Parent a reasonable opportunity (iv) It which opportunity shall begin no later than the delivery of the Change of Recommendation Notice and shall continue until the occurrence of the Change of Recommendation, but which opportunity shall not have breached otherwise by itself extend the amount of time after delivery of Change of Recommendation Notice upon which the Company may effect of Change of Recommendation in any material respect any of the provisions set forth in accordance with this Section 6.15.3(d)) to make such adjustments in the terms and conditions of this Agreement, and negotiate in good faith with respect thereto, as would enable the Company to proceed with its recommendation to stockholders without making a Change of Recommendation.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (Ai) in In response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(q)) to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of Biogen or IDEC, as the Company case may withhold be, may withhold, withdraw, amend or withdraw modify its recommendation that in favor of, in the shareholders case of the Company accept the OfferBiogen, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve approval and adopt adoption of this Agreement and the MergerMerger and, in the case of IDEC, the IDEC Charter Amendment and the Share Issuance, and, (B) in the case of a Superior Offer Proposal that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a Board of Directors or a committee thereof, a "“Change of Company Recommendation"”), if in the case of (A) or (B) all of the following conditions in clauses (i1) through (iv5) are met: (i1) Merger Sub shall The Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (ii2) It shall have The Biogen Stockholders’ Meeting or IDEC Stockholders’ Meeting, as the case may be, has not occurred; (3) Biogen or IDEC, as the case may be, has (A) provided to Parent the other party hereto five (5) business days’ prior written notice which shall state expressly (1x) that it has received a Superior OfferProposal, (2y) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group making the Superior OfferProposal, and (3z) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent the other party hereto a copy of all written materials delivered to the Person or group making the Superior OfferProposal in connection with such Superior Proposal, (C) made available to the other party hereto all materials and information made available to the Person or group making the Superior Proposal in connection with such Superior Proposal, and (D) during such five business day period, if requested by the other party hereto, engaged in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal; (iii4) Its The Board of Directors of Biogen or IDEC, as the case may be, has concluded in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal RequirementsApplicable Law; and (iv5) It Biogen or IDEC, as the case may be, shall have complied with Section 4.2(c) and shall not have breached in any material respect any of the other provisions set forth in this Section 4.2 or in Sections 5.1(b) through 5.1(d). (ii) Without limiting the foregoing, (1) provided no possible or proposed Alternative Transaction Proposal involving Biogen has been made public or is known to the Board of Directors or senior executives of Biogen, the Board of Directors of Biogen may effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the Merger and no action with respect to or in connection with any Alternative Transaction Proposal), so long as (x) a Material Adverse Change (as defined in Section 8.3(l)) of IDEC shall have occurred since the date of this Agreement and be continuing and (y) Biogen shall not have breached in any material respect any of the provisions set forth in this Section 6.14.2 or Section 5.1; and (2) provided no possible or proposed Alternative Transaction Proposal involving IDEC has been made public or is known to the Board of Directors or senior executives of IDEC, the Board of Directors of IDEC may implement a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the Merger and no action with respect to or in connection with any Alternative Transaction Proposal), so long as (x) a Material Adverse Change of Biogen shall have occurred since the date of this Agreement and be continuing and (y) IDEC shall not have breached in any material respect any of the provisions set forth in this Section 4.2 or Section 5.1.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Company Board of Directors of the Company may withhold withhold, withdraw, amend or withdraw modify its recommendation that the shareholders in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Company Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall A Superior Offer with respect to the Company has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It The Company Stockholders' Meeting has not occurred; (iii) The Company shall have (A) provided delivered to Parent written notice (a "Change of Recommendation Notice") at least three (3) business days prior to publicly effecting such Change of Recommendation, which notice shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends (or may intend) to do so, and (B) provided to Parent a copy of all written materials delivered to the Person person or group making the Superior Offer in connection with such Superior Offer;, and (C) made available to Parent all materials and information made available to the person or group making the Superior Offer in connection with such Superior Offer, together with a complete list identifying all such materials and information furnished to such person or group; and (iiiiv) Its The Company Board of Directors has concluded in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirements; and (iv) It law. After delivering the Change of Recommendation Notice, the Company shall not have breached provide Parent a reasonable opportunity to make such adjustments in any material the terms and conditions of this Agreement, and negotiate in good faith with respect any thereto, as would enable the Company to proceed with its recommendation to stockholders without making a Change of the provisions set forth in this Section 6.1Recommendation.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (Ai) in In response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(q)) to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of Biogen or IDEC, as the Company case may withhold be, may withhold, withdraw, amend or withdraw modify its recommendation that in favor of, in the shareholders case of the Company accept the OfferBiogen, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve approval and adopt adoption of this Agreement and the MergerMerger and, in the case of IDEC, the IDEC Charter Amendment and the Share Issuance, and, (B) in the case of a Superior Offer Proposal that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i1) through (iv5) are met: (i1) Merger Sub shall The Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (ii2) It shall have The Biogen Stockholders' Meeting or IDEC Stockholders' Meeting, as the case may be, has not occurred; (3) Biogen or IDEC, as the case may be, has (A) provided to Parent the other party hereto five (5) business days' prior written notice which shall state expressly (1x) that it has received a Superior OfferProposal, (2y) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group making the Superior OfferProposal, and (3z) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent the other party hereto a copy of all written materials delivered to the Person or group making the Superior OfferProposal in connection with such Superior Proposal, (C) made available to the other party hereto all materials and information made available to the Person or group making the Superior Proposal in connection with such Superior Proposal, and (D) during such five business day period, if requested by the other party hereto, engaged in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal; (iii4) Its The Board of Directors of Biogen or IDEC, as the case may be, has concluded in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal RequirementsApplicable Law; and (iv5) It Biogen or IDEC, as the case may be, shall have complied with Section 4.2(c) and shall not have breached in any material respect any of the other provisions set forth in this Section 4.2 or in Sections 5.1(b) through 5.1(d). (ii) Without limiting the foregoing, (1) provided no possible or proposed Alternative Transaction Proposal involving Biogen has been made public or is known to the Board of Directors or senior executives of Biogen, the Board of Directors of Biogen may effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the Merger and no action with respect to or in connection with any Alternative Transaction Proposal), so long as (x) a Material Adverse Change (as defined in Section 8.3(l)) of IDEC shall have occurred since the date of this Agreement and be continuing and (y) Biogen shall not have breached in any material respect any of the provisions set forth in this Section 6.14.2 or Section 5.1; and (2) provided no possible or proposed Alternative Transaction Proposal involving IDEC has been made public or is known to the Board of Directors or senior executives of IDEC, the Board of Directors of IDEC may implement a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the Merger and no action with respect to or in connection with any Alternative Transaction Proposal), so long as (x) a Material Adverse Change of Biogen shall have occurred since the date of this Agreement and be continuing and (y) IDEC shall not have breached in any material respect any of the provisions set forth in this Section 4.2 or Section 5.1.

Changes of Recommendation. Neither Notwithstanding anything to the Company's Board of Directors nor any committee thereof shall withdrawcontrary in this Agreement, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of the Company may withhold withhold, withdraw, amend or withdraw modify its recommendation that the shareholders in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer Proposal that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors of Company or a committee thereof, a "Change of Company RecommendationCHANGE OF RECOMMENDATION"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall A Superior Proposal has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It The Company Stockholders' Meeting has not occurred; (iii) Company shall have (A) provided to Parent written notice at least three (3) business days prior to publicly announcing its intention to effect a Change of Recommendation which shall state expressly (1) that it has received a Superior OfferProposal, (2) the material terms and conditions of the Superior Offer Proposal and the identity of the Person person or group making the Superior OfferProposal, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person person or group making the Superior OfferProposal in connection with such Superior Proposal, and (C) made available to Parent all materials and information made available to the person or group making the Superior Proposal in connection with such Superior Proposal; (iiiiv) Its The Board of Directors of Company has concluded in good faith, after consultation with its outside legal counseladvisors, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would result in be a breach of its fiduciary obligations to its shareholders Company's stockholders under applicable Legal Requirementslaw; and (ivv) It Company shall not have breached complied in any all material respect any of the provisions set forth in respects with this Section 6.15.3.

Changes of Recommendation. Neither Notwithstanding anything to the Company's Board of Directors nor any committee thereof shall withdrawcontrary contained in this Agreement, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board of Directors of Western Multiplex or Proxim, as the Company case may withhold be, may withhold, withdraw, amend or withdraw modify its recommendation that the shareholders in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a Board of Directors or a committee thereof, a "Change of Company RecommendationCHANGE OF RECOMMENDATION"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall A Superior Offer with respect to it has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) Its Stockholders' Meeting has not occurred or the requisite vote of its stockholders to adopt this Agreement or to approve the Share Issuance, as the case may be, has not been obtained; (iii) It shall have (A) provided to Parent the other party hereto written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the any Superior Offer it has received and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and so (B) provided to Parent the other party hereto a copy of all written and electronic materials delivered to the Person or group making any Superior Offer it has received, and (C) made available to the other party hereto all materials and information made available to the Person or group making any Superior OfferOffer it has received; (iiiiv) Its Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there the Change of Recommendation is a reasonable possibility that failure of required in order for the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of comply with its fiduciary obligations to its shareholders stockholders under applicable Legal Requirementslaw; and (ivv) It shall not have breached in any material respect any of the provisions set forth in Section 5.2 or this Section 6.15.3 in connection with each Superior Offer.

Changes of Recommendation. Neither Except as set forth in this Section 5.3(d), neither the Company's NPS Board of Directors nor any committee thereof the Enzon Board (as the case may be) shall withhold, withdraw, amend or modify or change, or propose publicly to withdraw, modify or change, its recommendation in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, transactions contemplated hereby or approve and adopt this Agreement and the Mergeror recommend an Acquisition Proposal. Notwithstanding the foregoing, (Ai) if the NPS Board or the Enzon Board (as the case may be) has concluded in response to good faith, after consultation with its outside legal counsel, that the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors failure of the Company may withhold or withdraw board of directors to effect a Change of Recommendation (as hereinafter defined) is reasonably likely to result in a breach of its recommendation that the shareholders of the Company accept the Offer, tender their Shares fiduciary obligations to Merger Sub thereunder and, if required by its stockholders under applicable Legal Requirements, approve and adopt this Agreement and then the Merger, and, NPS Board or the Enzon Board (B) in as the case may be) may withhold, withdraw, amend or modify its recommendation in favor of the transaction contemplated hereby, and (ii) with respect to a Superior Offer that is a tender or exchange offer made directly to its shareholdersOffer, may approve or recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), such Superior Offer if in the case of (A) or (B) all of the following conditions in clauses (i1) through (iv5) are met: (i1) Merger Sub shall a Superior Offer with respect to it has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii2) It its Stockholders’ Meeting has not occurred; (3) it shall have (A) provided to Parent the other party hereto written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent the other party hereto a copy of all written materials delivered to the Person or group making the Superior Offer in connection with such Superior Offer, and (C) made available to the other party hereto all materials and information made available to the Person or group making the Superior Offer in connection with such Superior Offer; (iii4) Its Board its board of Directors directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board board of Directors directors to effect a Change of Company Recommendation would take such action is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirements; , and (iv5) It it shall not have breached in any material respect any of the provisions set forth in this Section 6.15.3 in connection with such Superior Offer. Any of the actions set forth in Section 5.3(d)(i) and Section 5.3(d)(ii), whether by a board of directors, or a committee thereof, is referred to herein as a “Change of Recommendation.”

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof Nothing in this Agreement shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, prevent the Company Board of Director's from withholding, withdrawing or modifying its recommendation that to the Company’s shareholders in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are metShareholder Approval if: (i) Merger Sub shall the Company Shareholder Approval has not yet have accepted a majority of the then outstanding Shares in the Offerbeen obtained; (ii) It a Superior Offer is made to the Company and is not withdrawn; (iii) the Company shall have (A) promptly provided written notice to Parent written notice which shall state expressly (1a “Notice of Superior Offer”) advising Parent that it the Company has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation change its recommendation and the manner and timing in which it intends to do so, specifying all of the material terms and (B) provided to Parent a copy conditions of all written materials delivered to such Superior Offer and identifying the Person person or group entity making the such Superior Offer; (iiiiv) Its Parent shall not have, within four Business Days of Parent’s receipt of the Notice of Superior Offer, made an offer that the Company Board concludes in its good faith judgment (after consultation with a financial advisor of Directors national standing) to be at least as favorable to the Company’s shareholders as such Superior Offer (it being agreed that (A) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (B) that the Company Board will not withhold, withdraw or modify its recommendation to the Company’s shareholders in favor of the Company Shareholder Approval until the earlier of the receipt of Parent’s revised offer or four Business Days after receipt by Parent of the Notice of Superior Offer, and (C) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new four Business Day period under this clause (vi)); and (v) the Company Board has concluded in its good faithfaith judgment, after consultation with its outside legal counsel, that, in light of such Superior OfferOffer and any offer made by Parent pursuant to Section 5.3(d)(iv), there is a reasonable possibility that failure of the Company Board of Directors is required to effect a Change of Company Recommendation would result withhold, withdraw, or modify such recommendation in a breach of order to comply with its fiduciary obligations to its the Company’s shareholders under applicable Legal Requirements; and (iv) It shall not have breached in any material respect any of the provisions set forth in this Section 6.1.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute Offer, the Board may withhold, withdraw, amend or modify its unanimous recommendation in favor of the Merger, recommend a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors or a committee thereof, a "“Change of Company Recommendation"”), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivvi) are met: (i) Merger Sub shall A Superior Offer with respect to the Company has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It The Stockholders’ Meeting has not occurred; (iii) The Company shall have (A) provided to Parent written notice which shall state expressly (1) that it the Company has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person person or group making the Superior Offer, and (3) that it the Board intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person person or group making the Superior Offer in connection with such Superior Offer, and (C) made available to Parent all materials and information made available to the person or group making the Superior Offer in connection with such Superior Offer (unless such materials have been previously provided); (iiiiv) Its The Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there the Change of Recommendation is a reasonable possibility that failure required in order for the Board to comply with its fiduciary duties to the Company’s stockholders under applicable law; (v) Parent shall not have, within three (3) days of Parent’s receipt of the Company notice referred to in Section 5.4(d)(iii), made an offer that the Board by a majority vote determines in its good faith judgment (after consultation with its financial advisor) to be at least as favorable, from a financial point of Directors view, to effect the Company’s stockholders as such Superior Offer (it being agreed that (A) the Board shall convene a Change meeting to consider any such offer by Parent promptly following receipt thereof, (B) that the Board will not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of Company Recommendation would result the adoption of this Agreement for three (3) days after receipt by Parent of the notice referred to in Section 5.4(d)(iii), and (C) any change to the financial or other material terms of such Superior Offer shall require a breach of its fiduciary obligations new notice pursuant to its shareholders Section 5.4(d)(iii) and a new three (3) day period under applicable Legal Requirements; andthis Section 5.4(d)(v). (ivvi) It shall not have breached in any material respect any of the provisions set forth in this Section 6.15.4.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute Offer, the Board may withhold, withdraw, amend or modify its unanimous recommendation in favor of the Merger, recommend a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivvi) are met: (i) Merger Sub shall A Superior Offer with respect to the Company has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It The Stockholders' Meeting has not occurred; (iii) The Company shall have (A) provided to Parent written notice which shall state expressly (1) that it the Company has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person person or group making the Superior Offer, and (3) that it the Board intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person person or group making the Superior Offer in connection with such Superior Offer, and (C) made available to Parent all materials and information made available to the person or group making the Superior Offer in connection with such Superior Offer (unless such materials have been previously provided); (iiiiv) Its The Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there the Change of Recommendation is a reasonable possibility that failure required in order for the Board to comply with its fiduciary duties to the Company's stockholders under applicable law; (v) Parent shall not have, within three (3) days of Parent's receipt of the Company notice referred to in Section 5.4(d)(iii), made an offer that the Board by a majority vote determines in its good faith judgment (after consultation with its financial advisor) to be at least as favorable, from a financial point of Directors view, to effect the Company's stockholders as such Superior Offer (it being agreed that (A) the Board shall convene a Change meeting to consider any such offer by Parent promptly following receipt thereof, (B) that the Board will not withhold, withdraw, amend or modify its recommendation to the Company's stockholders in favor of Company Recommendation would result the adoption of this Agreement for three (3) days after receipt by Parent of the notice referred to in Section 5.4(d)(iii), and (C) any change to the financial or other material terms of such Superior Offer shall require a breach of its fiduciary obligations new notice pursuant to its shareholders Section 5.4(d)(iii) and a new three (3) day period under applicable Legal Requirements; andthis Section 5.4(d)(v). (ivvi) It shall not have breached in any material respect any of the provisions set forth in this Section 6.15.4.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) Solely in response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of the Company or Parent, as the case may withhold or withdraw its recommendation that the shareholders be, may make a Change of the Company accept the Offer, tender their Shares to Merger Sub thereunder andRecommendation, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i1) through (iv5) are met: (i1) Merger Sub shall the Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (ii2) It shall have the stockholder vote at the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, has not occurred; (3) the Company or Parent, as the case may be, has (A) provided to Parent the other party hereto three business days’ prior written notice which shall state expressly (1i) that it has received a Superior OfferProposal, (2ii) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group of Persons making the Superior OfferProposal, and (3iii) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided during the aforementioned period, if requested by the other party hereto, engaged in good faith negotiations to Parent amend this Agreement in such a copy of all written materials delivered manner that the Alternative Transaction Proposal which was determined to the Person or group making the be a Superior OfferProposal no longer is a Superior Proposal; (iii4) Its the Board of Directors of the Company or Parent, as the case may be, has concluded determined in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of be inconsistent with its fiduciary obligations to its shareholders duties under applicable Legal RequirementsApplicable Law; and (iv5) It the Company or Parent, as the case may be, shall have complied in all material respects with Section 5.2(c) and shall not have breached in any material respect any of the other provisions set forth in this Section 6.15.2.

Changes of Recommendation. Neither the The Company's Board of Directors nor any committee thereof shall not withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to ParentBuyer, the Company Board of Director's Directors' recommendation that the shareholders stockholders of the Company accept the Offer, tender their Shares vote to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the MergerTransaction Documents. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer Acquisition Proposal that has not been withdrawn and continues to constitute a Superior Offer Acquisition Proposal after the Company's compliance with this Section 6.1(d6.5(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders stockholders of the Company accept the Offer, tender their Shares vote to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the MergerTransaction Documents, and, (B) in the case of a Superior Offer Acquisition Proposal that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iviii) are met: (i) Merger Sub shall not yet have accepted a majority of the then outstanding Shares in the Offer; (ii) It shall have (A) provided to Parent Buyer written notice which shall state expressly (1) that it has received a Superior OfferAcquisition Proposal, (2) the material terms and conditions of the Superior Offer Acquisition Proposal and the identity of the Person or group making the Superior OfferAcquisition Proposal, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offer; (iiiii) Its Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferAcquisition Proposal, there is a reasonable possibility that failure of the Company Company's Board of Directors to effect a Change of Company Recommendation would could result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal RequirementsLaw; and (iviii) It shall not have breached in any material respect any of the provisions set forth in this Section 6.16.5.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (Ai) in In response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(t)) to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of US LEC or PAETEC, as the Company case may withhold or withdraw its recommendation that the shareholders be, may make a Change of the Company accept the Offer, tender their Shares to Merger Sub thereunder andRecommendation, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (iA) through (ivE) are met: (iA) Merger Sub shall the Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (iiB) It shall have the US LEC Stockholder Approval or the PAETEC Stockholder Approval, as the case may be, has not occurred; (AC) US LEC or PAETEC, as the case may be, has (1) complied with the provisions of Sections 4.2(b) and 4.2(c) of this Agreement, (2) provided to Parent the other party hereto four business days’ prior written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, so and (B3) provided during the aforementioned period, if requested by the other party hereto, engaged in good faith negotiations so that the other party is able to Parent make a copy of all written materials delivered revised proposal to amend this Agreement in such a manner that the Person or group making the Alternative Transaction Proposal which was determined to be a Superior OfferProposal no longer is a Superior Proposal; (iiiD) Its the Board of Directors of US LEC or PAETEC, as the case may be, has concluded determined in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal RequirementsApplicable Laws; and (ivE) It US LEC or PAETEC, as the case may be, shall not have breached in any material respect any of the provisions set forth in this Section 6.14.2.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof Nothing in this Agreement shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, prevent the Company Board from withholding, withdrawing, amending or modifying its recommendation to the Company’s stockholders in favor of Director's recommendation that the shareholders adoption of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are metif: (i) Merger Sub shall the Company Stockholder Approval has not yet have accepted a majority of the then outstanding Shares in the Offerbeen obtained; (ii) It the Company shall not have violated any of the restrictions set forth in this Section 5.3; (iii) a Superior Offer is made to the Company and is not withdrawn; (iv) the Company shall have (A) promptly provided to Parent written notice which shall state expressly to Acquirer (1a “Notice of Superior Offer”) advising Acquirer that it the Company has received a Superior OfferOffer and that it intends (or may intend) to change its recommendation and the manner and timing in which it intends (or may intend) to do so, (2) specifying all of the material terms and conditions of the such Superior Offer and identifying the identity of the Person person or group entity making the such Superior Offer, and , (3v) that it intends to effect a Change of the Company Recommendation and the manner in which it intends to do so, and (B) shall have provided to Parent Acquirer a copy of all written materials delivered to the Person or group Group making the Superior OfferOffer and made available to Acquirer all other materials and information made available to the Person or Group making the Superior Offer together with a complete list identifying all such materials and information (unless all such information has been previously delivered by the Company to Acquirer and to the extent previously delivered, the Company delivers to Acquirer a complete list identifying all such information delivered to such Person); (iiivi) Its Acquirer shall not have, within five Business Days of Acquirer’s receipt of the Notice of Superior Offer, made an offer that the Company Board by a majority vote determines in its good faith judgment (after consultation with a financial advisor of Directors has concluded national standing) to be at least as favorable to the Company’s stockholders as such Superior Offer (it being agreed that (A) the Company Board shall convene a meeting to consider any such offer by Acquirer promptly following the receipt thereof, (B) the Company Board will not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of approval and adoption of this Agreement and approval of the Merger for five Business Days after receipt by Acquirer of the Notice of Superior Offer, and (C) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Acquirer under clause (iv) and a new five Business Day period under this clause (vi)); and (vii) the Company Board concludes in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior OfferOffer and any offer made by Acquirer pursuant to Section 5.3(d)(vi), there is a reasonable possibility that failure of the Company Board of Directors is required to effect a Change of Company Recommendation would result withhold, withdraw, amend or modify such recommendation in a breach of order to comply with its fiduciary obligations to its shareholders the Company’s stockholders under applicable Legal Requirements; and (iv) It shall not have breached in any material respect any of the provisions set forth in this Section 6.1.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute Offer, the Board may withhold, withdraw, amend or modify its unanimous recommendation in favor of the Merger, recommend a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors or a committee thereof, a "“Change of Company Recommendation"”), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivvi) are met: (i) Merger Sub shall A Superior Offer with respect to the Company has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It The Stockholders’ Meeting or Consent in Lieu of Meeting has not occurred; (iii) The Company shall have (A) provided to Parent Cloudtech written notice which shall state expressly (1) that it the Company has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person person or group making the Superior Offer, and (3) that it the Board intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent Cloudtech a copy of all written materials delivered to the Person person or group making the Superior Offer in connection with such Superior Offer, and (C) made available to Cloudtech all materials and information made available to the person or group making the Superior Offer in connection with such Superior Offer; (iiiiv) Its The Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there the Change of Recommendation is a reasonable possibility that failure required in order for the Board to comply with its fiduciary duties to the Company’s stockholders under applicable law; (v) Cloudtech shall not have, within five (5) days of Cloudtech’s receipt of the Company notice referred to in Section 5.2(d)(iii), made an offer that the Board by a majority vote determines in its good faith judgment (after consultation with its financial advisor) to be at least as favorable, from a financial point of Directors view, to effect the Company’s stockholders as such Superior Offer (it being agreed that (A) the Board shall convene a Change meeting to consider any such offer by Cloudtech promptly following receipt thereof, (B) that the Board will not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of Company Recommendation would result the adoption of this Agreement for five (5) days after receipt by Cloudtech of the notice referred to in Section 5.2(d)(iii), and (C) any change to the financial or other material terms of such Superior Offer shall require a breach of its fiduciary obligations new notice pursuant to its shareholders Section 5.2(d)(iii) and a new five (5) day period under applicable Legal Requirements; andthis Section 5.2(d)(v). (ivvi) It shall not have breached in any material respect any of the provisions set forth in this Section 6.15.2.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, Except as expressly permitted in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d5.3(d), the Board of Directors of Company (or any committee thereof) shall not: (A) withdraw, or modify or change in any manner adverse to Merger Sub, the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, Board Recommendation; (B) in the case approve, adopt or recommend any Acquisition Proposal; or (C) approve or recommend, or allow Company or any Subsidiary to enter into, any letter of a Superior Offer that is a tender intent, acquisition agreement or exchange offer made directly other similar agreement with respect to its shareholders, may recommend that its shareholders accept the tender or exchange offer any Acquisition Proposal (any of the foregoing actions a “Change of Recommendation”). Notwithstanding anything to the contrary contained in (A) Section 5.2 or (B)this Section 5.3, whether by a in response to an unsolicited, bona fide written Acquisition Proposal after the date hereof and prior to obtaining the Requisite Shareholder Approval, the Board of Directors of Company, or a any committee thereof, may effect a "Change of Company Recommendation")Recommendation and terminate this Agreement to enter into a definitive agreement effectuating the Superior Offer described below, if in the case of (A) or (B) if, and only if, all of the following conditions set forth in clauses (i) through (ivv) are metsatisfied: (i) Merger Sub the Board of Directors of Company, or any committee thereof, shall not yet have accepted determined in good faith (after consultation with outside legal counsel and financial advisors of Company, its Board of Directors or any committee thereof) that such Acquisition Proposal constitutes a majority Superior Offer (after giving effect to all of the then outstanding Shares in adjustments to the Offerterms of this Agreement which may be offered by Parent including pursuant to clause (iii) below); (ii) It shall have Company (A) provided shall deliver to Parent written notice which shall state expressly (1a “Change of Recommendation Notice”) that it has received a Superior Offerof its intention to take such action, at least three business days (2the “Notice Period”) in advance, specifying in such notice the material terms and conditions of the such Superior Offer and (including the identity of the Person or group party making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, ); and (B) provided in the event of any material revisions to the Superior Offer after the start of the Notice Period, shall promptly deliver a new Change of Recommendation Notice to Parent a copy and comply with the requirements of all written materials delivered this clause (ii) with respect to the Person or group making the Superior Offersuch new notice; (iii) Its after delivering the Change of Recommendation Notice, Company shall provide Parent with an opportunity to make such adjustments in the terms and conditions of this Agreement during such three business day period, and negotiate with respect thereto during such three business day period; (iv) Company’s Board of Directors, or any committee thereof, shall have determined, after consultation with outside legal counsel and financial advisors of Company, its Board of Directors has concluded or any committee thereof, in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation or to terminate this Agreement would reasonably be expected to result in a breach of its fiduciary obligations to its the shareholders of Company under applicable Legal RequirementsLaw; and (ivv) It Company shall not have breached in any material respect any of the provisions set forth in Section 5.2 or this Section 6.15.3.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (Ai) Solely in response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(p)) to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of the Company may withhold Apogent or withdraw its recommendation that the shareholders of the Company accept the OfferXxxxxx, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in as the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersmay be, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by make a Board of Directors or a committee thereof, a "Change of Company Recommendation"Recommendation (as defined in Section 4.2(d)(ii)), if in the case of (A) or (B) all of the following conditions in clauses (iA) through (ivE) are met: (iA) Merger Sub shall The Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (iiB) It shall have The Apogent Shareholders' Meeting or Xxxxxx Stockholders' Meeting, as the case may be, has not occurred; (AC) Apogent or Xxxxxx, as the case may be, has (1) provided to Parent the other party hereto three business days' prior written notice which shall state expressly (1x) that it has received a Superior OfferProposal, (2y) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group of Persons making the Superior OfferProposal, and (3z) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B2) provided to Parent a copy of the other party hereto all written materials and information delivered or made available to the Person or group of Persons making the Superior OfferProposal in connection with such Superior Proposal and (3) during the aforementioned period, if requested by the other party hereto, engaged in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal; (iiiD) Its The Board of Directors of Apogent or Xxxxxx, as the case may be, has concluded determined in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders or stockholders, as applicable, under applicable Legal RequirementsApplicable Laws; and (ivE) It Apogent or Xxxxxx, as the case may be, shall have complied with Section 4.2(c) and shall not have breached in any material respect any of the other provisions set forth in this Section 6.14.2.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof Nothing in this Agreement shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, prevent the Company Board from withholding, withdrawing, amending or modifying its recommendation to the Company’s stockholders in favor of Director's recommendation that the shareholders approval and adoption of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors approval of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are metif: (i) Merger Sub shall the Company Stockholder Approvals have not yet have accepted a majority of the then outstanding Shares in the Offerbeen obtained; (ii) It the Company shall not have violated any of the restrictions set forth in this Section 5.3; (iii) a Superior Offer is made to the Company and is not withdrawn; (iv) the Company shall have (A) promptly provided to Parent written notice which shall state expressly to Acquiror (1a “Notice of Superior Offer”) advising Acquiror that it the Company has received a Superior OfferOffer and that it intends (or may intend) to change its recommendation and the manner and timing in which it intends (or may intend) to do so, (2) specifying all of the material terms and conditions of the such Superior Offer and identifying the identity of the Person person or group entity making the such Superior Offer, and , (3v) that it intends to effect a Change of the Company Recommendation and the manner in which it intends to do so, and (B) shall have provided to Parent Acquiror a copy of all written materials delivered to the Person or group Group making the Superior OfferOffer and made available to Acquiror all other materials and information made available to the Person or Group making the Superior Offer together with a complete list identifying all such materials and information; (iiivi) Its Acquiror shall not have, within five Business Days of Acquiror’s receipt of the Notice of Superior Offer, made an offer that the Company Board by a majority vote determines in its good faith judgment (after consultation with a financial advisor of Directors has concluded national standing) to be at least as favorable to the Company’s stockholders as such Superior Offer (it being agreed that the Company Board shall convene a meeting to consider any such offer by Acquiror promptly following the receipt thereof, and that the Company Board will not withhold, withdraw, amend or modify its recommendation to the Company’s stockholders in favor of approval and adoption of this Agreement and approval of the Merger for five Business Days after receipt by Acquiror of the Notice of Superior Offer); and (vii) the Company Board concludes in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior OfferOffer and any offer made by Acquiror pursuant to Section 5.3(d)(vi), there is a reasonable possibility that failure of the Company Board of Directors is required to effect a Change of Company Recommendation would result withhold, withdraw, amend or modify such recommendation in a breach of order to comply with its fiduciary obligations to its shareholders the Company’s stockholders under applicable Legal Requirements; and (iv) It shall not have breached in any material respect any of the provisions set forth in this Section 6.1law.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (Ai) in In response to the receipt of an unsolicited, bona fide Alternative Transaction Proposal which is determined (in accordance with Section 9.3(p)) to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of CDT or Belden, as the Company case may withhold be, may withhold, withdraw, amend or withdraw xxxxxx its recommendation that in favor of, in the shareholders case of the Company accept the OfferBelden, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve approval and adopt adoption of this Agreement and the MergerMergex xxx, in the case of CDT, the CDT Charter Amendment and the CDT Share Issuance, and, (B) in the case of a Superior Offer Proposal that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i1) through (iv5) are met: (i1) Merger Sub shall the Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (ii2) It shall have the CDT Stockholders' Meeting or Belden Stockholders' Meeting, as the case may be, hax xxx occurred; (3) CDT or Belden, as the case may be, has (A) provided to Parent the xxxxx party hereto five (5) business days' prior written notice which shall state expressly (1x) that it has received a Superior OfferProposal, (2y) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group making the Superior OfferProposal, and (3z) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided made available to Parent a copy of the other party hereto all written materials delivered and information made available to the Person or group making the Superior OfferProposal in connection with such Superior Proposal, and (C) during such five (5) business day period, if requested by the other party hereto, engaged in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal; (iii4) Its The Board of Directors of CDT or Belden, as the case may be, has concluded in good faithfaxxx, after consultation with xfter receipt of advice of its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal RequirementsApplicable Law; and (iv5) It The party whose Board of Directors is making the Change of Recommendation shall have complied with Section 5.2(c) and shall not have breached in any material respect any of the other provisions set forth in this Section 5.2 or in Sections 6.1(b) through 6.1(d). (ii) Without limiting the foregoing, (1) the Board of Directors of CDT may effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the CDT Charter Amendment or the CDT Share Issuance), (x) if there shall have occurred and be continuing a Material Adverse Change of Belden since the date of this Agreement and (y) CDT shall not have breached in any material respect any of the provisions set forth in this Section 5.2 or Section 6.1; and (2) the Board of Directors of Belden may effect a Change of Recommendation (but only insofax xx xhe same involves withholding, withdrawing, amending or modifying its recommendation in favor of the Merger), (x) if there shall have occurred and be continuing a Material Adverse Change of CDT since the date of this Agreement and (y) Belden shall not have breached in any material respect any of the provisions set forth in this Section 5.2 or Section 6.1.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof Nothing in this Agreement shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, prevent the Company Board of Director's recommendation that from (i) withholding, withdrawing, amending or modifying the shareholders Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(f) simultaneously with the payment of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, Termination Fee as a condition of such termination if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that Company Stockholders Approval has not yet been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, andobtained, (B) the Company shall not have violated any of the restrictions set forth in the case of Section 6.2 or this Section 6.4, (C) a Superior Offer that is a tender or exchange offer made directly to its shareholdersthe Company and is not withdrawn, may recommend that its shareholders accept (D) the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall not yet have accepted a majority of the then outstanding Shares in the Offer; (ii) It shall have (A) promptly provided written notice to Parent written notice which shall state expressly (1a “Notice of Superior Offer”) advising Parent that it the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the Agreement pursuant to Section 8.1(f) and the manner and timing in which it intends (or may intend) to do so, (E) Parent shall not, within five (5) Business Days of Parent’s receipt of the Notice of Superior Offer, have made an offer that the Company Board determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company’s stockholders as such Superior Offer (it being agreed that (1) the Company and its Representatives shall negotiate in good faith with Parent and its Representatives for the five (5) Business Day period following Parent’s receipt of the Notice of Superior Offer regarding any revision to the terms of the transactions contemplated by this Agreement that are proposed by Parent, (2) the material terms and conditions of Company Board shall convene a meeting to consider any such offer by Parent promptly following the Superior Offer and the identity of the Person or group making the Superior Offer, receipt thereof and (3) that it intends the Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the Agreement pursuant to effect a Change Section 8.1(f) for five (5) Business Days after receipt by Parent of Company Recommendation and the manner in which it intends to do so, Notice of Superior Offer) and (BF) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offer; (iii) Its Company Board of Directors has concluded concludes in good faith, after consultation with its outside legal counsel, that, that such action is reasonably required in light of such Superior Offer, there is a reasonable possibility that failure of order for the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of comply with its fiduciary obligations to its shareholders the Company’s stockholders under applicable Legal Requirements; and (iv) It shall not have breached in any material respect any of the provisions set forth in this Section 6.1Law.

Changes of Recommendation. Neither In response to the Company's Board receipt of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parentan Acquisition Proposal, the Company Board of Director's recommendation that the shareholders of the Company accept the OfferDirectors may withhold, tender their Shares to Merger Sub thereunder andwithdraw, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold amend or withdraw modify its recommendation that the shareholders in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Company Board of Directors or a committee thereof, a "Change of Company RecommendationCHANGE OF RECOMMENDATION"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall The Board of Directors determines, in good faith, that the Acquisition Proposal constitutes a Superior Offer and such Acquisition Proposal has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It shall have The Company Stockholders' Meeting has not occurred; (iii) (A) provided The Company shall have delivered to Parent written notice (a "CHANGE OF RECOMMENDATION NOTICE") at least three (3) business days prior to effecting such Change of Recommendation, which notice shall state expressly (1) that it has received an Acquisition Proposal which it has determined is a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (32) that it intends to effect a Change of Company Recommendation and the manner in which it intends or may intend to do so, ; and (B) provided to Parent a copy the Company and its Board of Directors shall have complied with all written materials delivered to the Person or group making the Superior Offerobligations under Sections 5.3(a), (b) and (c) of this Agreement; (iiiiv) Its The Company Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there such Change of Recommendation is a reasonable possibility that failure of required in order for the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of comply with its fiduciary obligations to its shareholders under applicable Legal Requirementslaw; and (ivv) It The Company shall not have breached in any material respect any of the provisions set forth in Section 5.2 or this Section 6.15.3. During the three business day period set forth in Section 5.3(d)(iii)(A), the Board of Directors of the Company shall provide Parent the opportunity to make, and shall give due consideration to, adjustments to the terms and conditions of this Agreement or the transactions contemplated hereby, and alternative proposals in connection therewith.

Changes of Recommendation. Neither Notwithstanding anything to the Company's Board contrary contained in Section 5.2(b) or this Section 5.3, at any time prior to receipt of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parentthe Requisite Stockholder Approval, the Company Board of Director's recommendation that the shareholders of may withhold, withdraw, amend or modify the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the MergerRecommendation, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Company Board of Directors or a committee thereof, together with any other public statement that makes it reasonably apparent that the Company Board or a "committee thereof desires to take any of the following actions, a “Change of Company Recommendation"”), if in the case of (A) or (B) if, and only if, all of the following conditions set forth in clauses (i) through (ivv) are met: (i) Merger Sub shall The Company Board receives an Acquisition Proposal not yet have accepted solicited in breach of this Section 5.3 that constitutes a majority of the then outstanding Shares in the OfferSuperior Offer and such Superior Offer has been made and has not been withdrawn; (ii) It Company shall not have (A) provided to Parent written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions breached any of the Superior Offer and the identity of the Person provisions set forth in Section 5.2 or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offerthis Section 5.3; (iii) Its The Company Board of Directors has concluded shall have determined in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would be reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal RequirementsLaw; (iv) Company shall have delivered to Parent written notice (a “Change of Recommendation Notice”) at least five (5) business days prior to effecting such Change of Recommendation, which notice shall (1) state expressly that Company has received an Acquisition Proposal which the Company Board has determined is a Superior Offer and that Company intends to effect a Change of Recommendation and the manner in which it intends or may intend to do so and (2) include the identity of the person making such Superior Offer, the most current written draft agreement relating to the transaction that constitutes such Superior Offer and all related transaction agreements to which Company would be a party; provided that any material amendment to the terms of such Superior Offer shall require a new notice and a new five (5) business day period; and (ivv) It during any such five (5) business day period, Company and the Company Board shall not have breached considered in good faith any material counter-proposal to such Superior Offer made by Parent and directed its financial and legal advisors to negotiate on its behalf in good faith with respect any to the terms of the provisions set forth in this Section 6.1such counter-proposal.

Changes of Recommendation. Neither the Company's ’s Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parentthe Parent or to the Merger Sub, the Company Board of Director's ’s recommendation that the shareholders stockholders of the Company accept the Offer, tender their Shares to the Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's ’s compliance with Section 6.1(d), the Board of Directors of the Company may withhold withhold, change or withdraw its recommendation that the shareholders stockholders of the Company accept the Offer, tender their Shares to the Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, ; (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer offer; and (C) to the extent that the Company’s Board of Directors concludes in good faith (following consultation with outside legal counsel) that the failure to take such action would be reasonably likely to result in a breach of its fiduciary obligations under applicable Legal Requirements, the Board of Directors of the Company may withhold, change or withdraw its recommendation that the stockholders of the Company accept the Offer, tender their Shares to the Merger Sub thereunder and, if required by the Legal Requirements, adopt this Agreement and the Merger (any of the foregoing actions in (A), (B) or (BC), whether by a Board of Directors or a committee thereof, a "“Change of Company Recommendation"”), if in . In the case of (A) or (B) ), all of the following conditions in clauses (i) through (iv) are shall be met: (i) the Merger Sub shall not yet have accepted a majority of for payment and paid for the then outstanding Shares in pursuant to the Offer; (ii) It it shall have (A) provided to the Parent written notice which shall state expressly (1) that it has received a Superior Offer, ; (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, ; and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offer; (iii) Its the Company Board of Directors has concluded in good faith, after consultation with its outside legal counselcounsel and its financial advisors, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would be reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirements; and (iv) It it shall not have breached in any material respect any of the provisions set forth in this Section 6.1.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board of Directors of Novadigm may withhold, withdraw, amend or modify the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the MergerNovadigm Board Recommendation, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors or a committee thereof, together with any other public statement that makes it reasonably apparent that the Board of Directors or a committee thereof desires to take any of the following actions, a "Change of Company RecommendationCHANGE OF RECOMMENDATION"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall The Board of Directors determines, in good faith, that the Acquisition Proposal constitutes a Superior Offer and such Superior Offer has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It shall have Novadigm's Stockholders' Meeting has not occurred; (iii) (A) provided Novadigm shall have delivered to Parent written notice (a "CHANGE OF RECOMMENDATION NOTICE") at least four (4) business days prior to effecting such Change of Recommendation, which notice shall state expressly (1) that it has received an Acquisition Proposal which it has determined is a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (32) that it intends to effect a Change of Company Recommendation and the manner in which it intends or may intend to do so, ; and (B) provided to Parent a copy Novadigm and its Board of Directors shall have complied with all written materials delivered to the Person or group making the Superior Offerobligations under Sections 5.3(a), (b), and (c) of this Agreement; (iiiiv) Its Novadigm's Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirementslaw; and (ivv) It Novadigm shall not have breached in any material respect any of the provisions set forth in Section 5.2 or this Section 6.15.3 or the Letter Agreement. In the event that Novadigm delivers to Parent a Change of Recommendation Notice, Novadigm and the Board of Directors of Novadigm shall provide Parent the opportunity to make a counter-proposal to such Superior Offer, and shall consider in good faith and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counter-proposal.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board of Directors of HP or Compaq, as the Company case may withhold be, may withhold, withdraw, amend or withdraw modify its recommendation that the shareholders in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a Board of Directors or a committee thereof, a "Change of Company RecommendationCHANGE OF RECOMMENDATION"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall A Superior Offer with respect to it has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) Its Stockholders' Meeting has not occurred; (iii) It shall have (A) provided to Parent the other party hereto written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent the other party hereto a copy of all written materials delivered to the Person or group making the Superior Offer in connection with such Superior Offer, and (C) made available to the other party hereto all materials and information made available to the Person or group making the Superior Offer in connection with such Superior Offer; (iiiiv) Its Board of Directors has concluded in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirementslaw; and (ivv) It shall not have breached in any material respect any of the provisions set forth in Section 5.2 or this Section 6.15.3.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof Nothing in this Agreement shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, prevent the Company Board of Director's recommendation that from (i) withholding, withdrawing, amending or modifying the shareholders Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(h) simultaneously with the payment of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, Termination Fee if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that Company Stockholders Approval has not yet been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, andobtained, (B) the Company shall not have violated any of the restrictions set forth in the case of Section 6.4 or this Section 6.6, (C) a Superior Offer that is a tender or exchange offer made directly to its shareholdersthe Company and is not withdrawn, may recommend that its shareholders accept (D) the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall not yet have accepted a majority of the then outstanding Shares in the Offer; (ii) It shall have (A) promptly provided written notice to Parent written notice which shall state expressly (1a “Notice of Superior Offer”) advising Parent that it the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the Agreement pursuant to Section 8.1(h) and the manner and timing in which it intends (or may intend) to do so, (E) Parent shall not have, within four (4) Business Days of Parent’s receipt of the Notice of Superior Offer, made an offer that the Company Board determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company’s stockholders as such Superior Offer (it being agreed that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (2) that the material terms and conditions Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the Agreement pursuant to Section 8.1(h) for four (4) Business Days after receipt by Parent of the Superior Offer and the identity Notice of the Person or group making the Superior Offer, and (3) that it intends any change to effect the financial or other material terms of such Superior Offer shall require a Change new Notice of Company Recommendation Superior Offer to Parent and the manner in which it intends to do soa new four (4) Business Day period under this clause (E)), and (BF) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offer; (iii) Its Company Board of Directors has concluded concludes in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferOffer and any offer made by Parent pursuant to Section 6.6(d)(E), there is a reasonable possibility that failure of the Company Board of Directors is required to effect a Change of withhold, withdraw, amend or modify the Company Board Recommendation would result in a breach of or terminate this Agreement pursuant to Section 8.1(h) to comply with its fiduciary obligations to its shareholders the Company’s stockholders under applicable Legal Requirements; and (iv) It shall not have breached in any material respect any of the provisions set forth in this Section 6.1Law.

Changes of Recommendation. Neither Notwithstanding anything to the Company's Board of Directors nor any committee thereof shall withdrawcontrary in this Agreement, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of the Company may withhold withhold, withdraw, amend or withdraw modify its recommendation that the shareholders in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer Proposal that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors of Company or a committee thereof, a "“Change of Company Recommendation"”), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall A Superior Proposal has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It The Company Stockholders’ Meeting has not occurred; (iii) Company shall have (A) provided to Parent written notice at least three (3) business days prior to publicly announcing its intention to effect a Change of Recommendation which shall state expressly (1) that it has received a Superior OfferProposal, (2) the material terms and conditions of the Superior Offer Proposal and the identity of the Person person or group making the Superior OfferProposal, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person person or group making the Superior OfferProposal in connection with such Superior Proposal, and (C) made available to Parent all materials and information made available to the person or group making the Superior Proposal in connection with such Superior Proposal; (iiiiv) Its The Board of Directors of Company has concluded in good faith, after consultation with its outside legal counseladvisors, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would result in be a breach of its fiduciary obligations to its shareholders Company’s stockholders under applicable Legal Requirementslaw; and (ivv) It Company shall not have breached complied in any all material respect any of the provisions set forth in respects with this Section 6.15.3.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board of Directors of the Company may withhold withhold, withdraw, amend or withdraw modify its recommendation that the shareholders in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, Merger and may indicate that it is doing so because it has received a Superior Offer and, (B) in the case of the Company's receipt of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors of the Company or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iviii) are met: (i) Merger Sub shall The Stockholders' Meeting has not yet have accepted a majority of the then outstanding Shares in the Offeroccurred; (ii) It The Company shall have (A) provided to Parent with written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered considered any counterproposal to the Person or group making Superior Offer that Parent may make during the Superior Offer; three-day period after Parent's receipt of the written notice referred to in clause (iiiA) Its (no Change of Recommendation being permissible hereunder prior to the end of such three-day period) and (C) determined in the sole judgment of its Board of Directors has concluded in good faith, after (following consultation with its outside legal counselcounsel and its financial advisor), that, in light of that such Superior OfferOffer is more favorable, there is from a reasonable possibility that failure financial point of view, to the Company Board of Directors to effect a Change of Company Recommendation would result Company's stockholders (in a breach of its fiduciary obligations to its shareholders under applicable Legal Requirementstheir capacities as stockholders) than such counterproposal; and (iviii) It The Company shall not have breached in any material respect any of the provisions set forth in Section 6.2 or this Section 6.16.3.

Changes of Recommendation. Neither Nothing in this Agreement shall prevent the Company Board from withholding, withdrawing or modifying its recommendation to the Company's ’s stockholders in favor of the Company Stockholder Approval if: (i) the Company Stockholder Approval has not yet been obtained; (ii) the Company shall have provided to Parent reasonably prompt notice at least 24 hours before any meeting of the Company Board at which the Company Board will consider the possibility of Directors nor any committee thereof shall withdraw, modify or changewithdrawing its recommendation to the Company’s stockholders in favor of the Company Stockholder Approval, or propose publicly to withdraw, modify or change, modifying such recommendation in a manner adverse to Parent, together with reasonably detailed information regarding the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response circumstances giving rise to the receipt consideration of such possibility; (iii) a Superior Offer that has not been withdrawn and continues is made to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through not withdrawn; (iv) are met: (i) Merger Sub shall not yet have accepted a majority of the then outstanding Shares in the Offer; (ii) It Company shall have (A) promptly provided written notice to Parent written notice which shall state expressly (1a “Notice of Superior Offer”) advising Parent that it the Company has received a Superior Offer, (2) specifying all of the material terms and conditions of the such Superior Offer and identifying the identity person or entity making such Superior Offer; (v) the Company shall have provided to Parent, together with or prior to the Notice of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person or group Group making the Superior OfferOffer and made available to Parent all other materials and information made available to the Person or Group making the Superior Offer together with a complete list identifying all such materials and information; (iiivi) Its Parent shall not have, within four Business Days of Parent’s receipt of the Notice of Superior Offer, made an offer that the Company Board concludes in its good faith judgment (after consultation with a financial advisor of Directors national standing) to be at least as favorable to the Company’s stockholders as such Superior Offer (it being agreed that (A) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (B) that the Company Board will not withhold, withdraw or modify its recommendation to the Company’s stockholders in favor of the Company Stockholder Approval for four Business Days after receipt by Parent of the Notice of Superior Offer, and (C) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new four Business Day period under this clause (vi)); and (vii) the Company Board has concluded in its good faithfaith judgment, after consultation with its outside legal counsel, that, in light of such Superior OfferOffer and any offer made by Parent pursuant to Section 5.3(d)(vi), there is a reasonable possibility that failure of the Company Board of Directors is required to effect a Change of Company Recommendation would result withhold, withdraw, or modify such recommendation in a breach of order to comply with its fiduciary obligations to its shareholders the Company’s stockholders under applicable Legal Requirements; and (iv) It shall not have breached in any material respect any of the provisions set forth in this Section 6.1.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (Ai) in In response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(z)) to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of the Company Lumera may withhold or withdraw its recommendation that the shareholders make a Change of the Company accept the Offer, tender their Shares to Merger Sub thereunder andRecommendation, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (iA) through (ivE) are met: (iA) Merger Sub shall the Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (iiB) It shall have the Lumera Stockholder Approval has not occurred; (AC) Lumera has (1) complied with the provisions of Sections 4.2(b) and 4.2(c) of this Agreement, (2) provided to Parent GigOptix four business days’ prior written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it Lumera intends to effect a Change of Company Recommendation and the manner in which it intends to do so, so and (B3) provided during the aforementioned period, if requested by GigOptix, engaged in good faith negotiations so that the other party is able to Parent make a copy of all written materials delivered revised proposal to amend this Agreement in such a manner that the Person or group making the Alternative Transaction Proposal which was determined to be a Superior OfferProposal no longer is a Superior Proposal; (iiiD) Its the Board of Directors of Lumera has concluded determined in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal RequirementsApplicable Laws; and (ivE) It Lumera shall not have breached in any material respect any of the provisions set forth in this Section 6.14.2.

Changes of Recommendation. Neither the Company's Board ’s board of Directors directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parentthe Parent or to the Merger Sub, the Company Board board of Director's directors’ recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board board of Directors directors of the Company may withhold withhold, change or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, ; (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, the board of directors of the Company may recommend that its shareholders accept the tender or exchange offer offer; and (C) to the extent that the board of directors of the Company concludes in good faith (following consultation with outside legal counsel) that the failure to take such action would be reasonably likely to result in a breach of its fiduciary obligations under applicable Legal Requirements, the board of directors of the Company may withhold, change or withdraw its recommendation that the shareholders of the Company adopt this Agreement and the Merger (any of the foregoing actions in (A), (B) or (BC), whether by a Board the Company’s board of Directors directors or a committee thereof, a "“Change of Company Recommendation"”). Before any Change of Company Recommendation or any definitive agreement is entered into pursuant to clause (iii) of Section 5.1(b), if in the case of (A) or (B) all of Company shall provide the following conditions in clauses Parent written notice (i) through (iv) are met: (i) Merger Sub shall not yet have accepted a majority advising the Parent that the board of directors of the then outstanding Shares in the Offer; (ii) It shall have (A) provided to Parent written notice which shall state expressly (1) that it Company has received a Superior OfferOffer which it intends to accept or make a Change of Company Recommendation with respect to, (2) identifying the person making such Superior Offer and specifying the financial and other material terms and conditions of such Superior Offer and (ii) inviting the Parent to propose, within 15 Business Days of receipt of such written notice, adjustments in the terms and conditions of this Agreement with a view to enabling the Company to proceed with the transactions contemplated herein on such adjusted terms as a result of such adjustments making such transactions at least as favorable to the Company’s shareholders (taking into account all such factors as the Company’s board of directors deems relevant) as the Superior Offer and (provided that the identity of the Person or group making the Superior OfferCompany shall fully cooperate, and (3) that it intends cause its legal and financial advisors to effect a Change of Company Recommendation and cooperate, with the manner Parent in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offer; (iii) Its Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of any such Superior Offer, there is a reasonable possibility that failure of the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of its fiduciary obligations to its shareholders under applicable Legal Requirements; and (iv) It shall not have breached in any material respect any of the provisions set forth in this Section 6.1adjustments).

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoingprovisions of Section 5.2(b), (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board of Directors of Parent or the Company Company, as the case may withhold be, may withhold, withdraw, amend or withdraw modify its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder Board Recommendation and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)response to the receipt of a Superior Offer, whether by a Board of Directors or a committee thereof, a "Change of Company RecommendationCHANGE OF RECOMMENDATION"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall Such a Superior Offer with respect to it has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) Its Stockholders' Meeting has not occurred or the requisite vote of its stockholders to (A) in the case of the Company, adopt this Agreement and approve Merger I or (B) in the case of Parent, to approve the Share Issuance and the Charter Amendment, has not been obtained; (iii) It shall have (A) at least three (3) calendar days prior to a Change of Recommendation, provided to Parent the other party hereto written notice which shall state expressly (1) that it has received a such Superior Offer, (2) the material terms and conditions of the such Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided complied with its obligations hereunder to Parent a copy of make available to the other party hereto all written materials delivered and information made available to the Person or group making the such Superior Offer; (iiiiv) Its Board of Directors has concluded believes in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that failure of to make the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its the Board of Directors' fiduciary obligations to its shareholders stockholders under applicable Legal Requirementslaw; and (ivv) It shall not have breached complied in any all material respect any of the provisions set forth in respects with its obligations under this Section 6.15.3 in connection with such Superior Offer.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (Ai) in In response to the receipt of an unsolicited, bona fide Alternative Transaction Proposal which is determined (in accordance with Section 9.3(p)) to be a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Proposal, the Board of Directors of CDT or Xxxxxx, as the Company case may withhold be, may withhold, withdraw, amend or withdraw modify its recommendation that in favor of, in the shareholders case of the Company accept the OfferXxxxxx, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve approval and adopt adoption of this Agreement and the MergerMerger and, in the case of CDT, the CDT Charter Amendment and the CDT Share Issuance, and, (B) in the case of a Superior Offer Proposal that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i1) through (iv5) are met: (i1) Merger Sub shall the Superior Proposal has been made and has not yet have accepted been withdrawn and continues to be a majority of the then outstanding Shares in the OfferSuperior Proposal; (ii2) It shall have the CDT Stockholders' Meeting or Xxxxxx Stockholders' Meeting, as the case may be, has not occurred; (3) CDT or Xxxxxx, as the case may be, has (A) provided to Parent the other party hereto five (5) business days' prior written notice which shall state expressly (1x) that it has received a Superior OfferProposal, (2y) the material terms and conditions of the Superior Offer Proposal and the identity of the Person or group making the Superior OfferProposal, and (3z) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided made available to Parent a copy of the other party hereto all written materials delivered and information made available to the Person or group making the Superior OfferProposal in connection with such Superior Proposal, and (C) during such five (5) business day period, if requested by the other party hereto, engaged in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal; (iii4) Its The Board of Directors of CDT or Xxxxxx, as the case may be, has concluded in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior OfferProposal, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal RequirementsApplicable Law; and (iv5) It The party whose Board of Directors is making the Change of Recommendation shall have complied with Section 5.2(c) and shall not have breached in any material respect any of the other provisions set forth in this Section 5.2 or in Sections 6.1(b) through 6.1(d). (ii) Without limiting the foregoing, (1) the Board of Directors of CDT may effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the CDT Charter Amendment or the CDT Share Issuance), (x) if there shall have occurred and be continuing a Material Adverse Change of Belden since the date of this Agreement and (y) CDT shall not have breached in any material respect any of the provisions set forth in this Section 5.2 or Section 6.1; and (2) the Board of Directors of Xxxxxx may effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the Merger), (x) if there shall have occurred and be continuing a Material Adverse Change of CDT since the date of this Agreement and (y) Belden shall not have breached in any material respect any of the provisions set forth in this Section 5.2 or Section 6.1.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Company Board of Directors of the Company may withhold withhold, withdraw, amend or withdraw modify its recommendation that the shareholders in favor of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Company Board of Directors or a committee thereof, a "Change of Company RecommendationCHANGE OF RECOMMENDATION"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall A Superior Offer with respect to the Company has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It The Company Stockholders' Meeting has not occurred; (iii) The Company shall have (A) provided delivered to Parent written notice (a "CHANGE OF RECOMMENDATION NOTICE") at least three (3) business days prior to publicly effecting such Change of Recommendation, which notice shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends (or may intend) to do so, and (B) provided to Parent a copy of all written materials delivered to the Person person or group making the Superior Offer in connection with such Superior Offer;, and (C) made available to Parent all materials and information made available to the person or group making the Superior Offer in connection with such Superior Offer, together with a complete list identifying all such materials and information furnished to such person or group; and (iiiiv) Its The Company Board of Directors has concluded in good faith, after consultation with receipt of advice of its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirements; and (iv) It law. After delivering the Change of Recommendation Notice, the Company shall not have breached provide Parent a reasonable opportunity to make such adjustments in any material the terms and conditions of this Agreement, and negotiate in good faith with respect any thereto, as would enable the Company to proceed with its recommendation to stockholders without making a Change of the provisions set forth in this Section 6.1Recommendation.

Changes of Recommendation. Neither Nothing in this Agreement shall prevent the Company Board from withholding, withdrawing, amending or modifying the Company Board Recommendation if (i) the Company Stockholder Approval has not yet been obtained, (ii) the Company shall not have violated any of the restrictions set forth in Section 6.4 or this Section 6.6, (iii) a Superior Offer is made to the Company and is not withdrawn, (iv) the Company shall have promptly provided written notice to Parent (a “Notice of Superior Offer”) (it being understood that any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new five business day period under clause (v)) advising Parent that the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation and the manner and timing in which it intends (or may intend) to do so, (v) the Company's Board , for a period of Directors nor any committee thereof five (5) business days following the Company’s delivery of each Notice of Superior Offer (which period may run concurrently with the period set forth in Section 8.1(h)), shall withdrawhave negotiated in good faith with Parent regarding such changes in the terms and conditions of this Agreement as may be proposed by Parent in writing, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parentand (vi) following such five (5) day period, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, may recommend that its shareholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall not yet have accepted a majority of the then outstanding Shares in the Offer; (ii) It shall have (A) provided to Parent written notice which shall state expressly (1) that it has received a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offer; (iii) Its Board of Directors has concluded concludes in good faith, after consultation with its outside legal counsel, that, that in light of such Superior OfferOffer and any changes proposed by Parent in writing pursuant to Section 6.6(d)(v), there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of change in the Company Board Recommendation would result in a breach of be inconsistent with its fiduciary obligations to its shareholders the Company’s stockholders under applicable Legal Requirements; and (iv) It shall not have breached in any material respect any of the provisions set forth in this Section 6.1Law.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoingprovisions of Section 5.2(b), (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board of Directors of Parent or the Company Company, as the case may withhold be, may withhold, withdraw, amend or withdraw modify its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder Board Recommendation and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)response to the receipt of a Superior Offer, whether by a Board of Directors or a committee thereof, a "“Change of Company Recommendation"”), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall Such a Superior Offer with respect to it has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) Its Stockholders’ Meeting has not occurred or the requisite vote of its stockholders to (A) in the case of the Company, adopt this Agreement and approve Merger I or (B) in the case of Parent, to approve the Share Issuance and the Charter Amendment, has not been obtained; (iii) It shall have (A) at least three (3) calendar days prior to a Change of Recommendation, provided to Parent the other party hereto written notice which shall state expressly (1) that it has received a such Superior Offer, (2) the material terms and conditions of the such Superior Offer and the identity of the Person or group making the Superior Offer, and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided complied with its obligations hereunder to Parent a copy of make available to the other party hereto all written materials delivered and information made available to the Person or group making the such Superior Offer; (iiiiv) Its Board of Directors has concluded believes in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that failure of to make the Company Board of Directors to effect a Change of Company Recommendation would is reasonably likely to result in a breach of its the Board of Directors’ fiduciary obligations to its shareholders stockholders under applicable Legal Requirementslaw; and (ivv) It shall not have breached complied in any all material respect any of the provisions set forth in respects with its obligations under this Section 6.15.3 in connection with such Superior Offer.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof Nothing in this Agreement shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, prevent the Company Board of Director's recommendation that from (i) withholding, withdrawing, amending or modifying the shareholders Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(h) simultaneously with the payment of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, Termination Fee if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that Company Stockholders Approval has not yet been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, andobtained, (B) the Company shall not have violated any of the restrictions set forth in the case of Section 6.4 or this Section 6.6, (C) a Superior Offer that is a tender or exchange offer made directly to its shareholdersthe Company and is not withdrawn, may recommend that its shareholders accept (D) the tender or exchange offer Company shall have promptly provided written notice to Parent (any of the foregoing actions in (A) or (B), whether by a Board of Directors or a committee thereof, a "Change Notice of Superior Offer") advising Parent that the Company Recommendation"), if in the case of (A) or (B) all of the following conditions in clauses (i) through (iv) are met: (i) Merger Sub shall not yet have accepted a majority of the then outstanding Shares in the Offer; (ii) It shall have (A) provided to Parent written notice which shall state expressly (1) that it has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the Agreement pursuant to Section 8.1(h) and the manner and timing in which it intends (or may intend) to do so, (E) Parent shall not have, within four (4) Business Days of Parent's receipt of the Notice of Superior Offer, made an offer that the Company Board determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company's stockholders as such Superior Offer (it being agreed that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (2) that the material terms and conditions Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the Agreement pursuant to Section 8.1(h) for four (4) Business Days after receipt by Parent of the Superior Offer and the identity Notice of the Person or group making the Superior Offer, and (3) that it intends any change to effect the financial or other material terms of such Superior Offer shall require a Change new Notice of Company Recommendation Superior Offer to Parent and the manner in which it intends to do soa new four (4) Business Day period under this clause (E)), and (BF) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offer; (iii) Its Company Board of Directors has concluded concludes in good faith, after consultation with its outside legal counsel, that, in light of such Superior OfferOffer and any offer made by Parent pursuant to Section 6.6(d)(E), there is a reasonable possibility that failure of the Company Board of Directors is required to effect a Change of withhold, withdraw, amend or modify the Company Board Recommendation would result in a breach of or terminate this Agreement pursuant to Section 8.1(h) to comply with its fiduciary obligations to its shareholders the Company's stockholders under applicable Legal Requirements; and (iv) It shall not have breached in any material respect any of the provisions set forth in this Section 6.1Law.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parentthe Parent or to the Merger Sub, the Company Board of Director's recommendation that the shareholders stockholders of the Company accept the Offer, tender their Shares to the Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d), the Board of Directors of the Company may withhold withhold, change or withdraw its recommendation that the shareholders stockholders of the Company accept the Offer, tender their Shares to the Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger, and, ; (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer offer; and (C) to the extent that the Company's Board of Directors concludes in good faith (following consultation with outside legal counsel) that the failure to take such action would be reasonably likely to result in a breach of its fiduciary obligations under applicable Legal Requirements, the Board of Directors of the Company may withhold, change or withdraw its recommendation that the stockholders of the Company accept the Offer, tender their Shares to the Merger Sub thereunder and, if required by the Legal Requirements, adopt this Agreement and the Merger (any of the foregoing actions in (A), (B) or (BC), whether by a Board of Directors or a committee thereof, a "Change of Company Recommendation"), if in . In the case of (A) or (B) ), all of the following conditions in clauses (i) through (iv) are shall be met: (i) the Merger Sub shall not yet have accepted a majority of for payment and paid for the then outstanding Shares in pursuant to the Offer; (ii) It it shall have (A) provided to the Parent written notice which shall state expressly (1) that it has received a Superior Offer, ; (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, ; and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so, and (B) provided to Parent a copy of all written materials delivered to the Person or group making the Superior Offer; (iii) Its the Company Board of Directors has concluded in good faith, after consultation with its outside legal counselcounsel and its financial advisors, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would be reasonably likely to result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirements; and (iv) It it shall not have breached in any material respect any of the provisions set forth in this Section 6.1.

Changes of Recommendation. Neither the Company's Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to Parent, the Company Board of Director's recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in In response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company's compliance with Section 6.1(d)Offer, the Board of Directors of Novadigm may withhold, withdraw, amend or modify the Company may withhold or withdraw its recommendation that the shareholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and, if required by Legal Requirements, approve and adopt this Agreement and the MergerNovadigm Board Recommendation, and, (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholdersstockholders, may recommend that its shareholders stockholders accept the tender or exchange offer (any of the foregoing actions in (A) or (B)actions, whether by a the Board of Directors or a committee thereof, together with any other public statement that makes it reasonably apparent that the Board of Directors or a "committee thereof desires to take any of the following actions, a “Change of Company Recommendation"”), if in the case of (A) or (B) all of the following conditions in clauses (i) through (ivv) are met: (i) Merger Sub shall The Board of Directors determines, in good faith, that the Acquisition Proposal constitutes a Superior Offer and such Superior Offer has been made and has not yet have accepted a majority of the then outstanding Shares in the Offerbeen withdrawn; (ii) It shall have Novadigm’s Stockholders’ Meeting has not occurred; (iii) (A) provided Novadigm shall have delivered to Parent written notice (a “Change of Recommendation Notice”) at least four (4) business days prior to effecting such Change of Recommendation, which notice shall state expressly (1) that it has received an Acquisition Proposal which it has determined is a Superior Offer, (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer, and (32) that it intends to effect a Change of Company Recommendation and the manner in which it intends or may intend to do so, ; and (B) provided to Parent a copy Novadigm and its Board of Directors shall have complied with all written materials delivered to the Person or group making the Superior Offerobligations under Sections 5.3(a), (b), and (c) of this Agreement; (iiiiv) Its Novadigm’s Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer, there is a reasonable possibility that the failure of the Company Board of Directors to effect a Change of Company Recommendation would result in a breach of its fiduciary obligations to its shareholders stockholders under applicable Legal Requirementslaw; and (ivv) It Novadigm shall not have breached in any material respect any of the provisions set forth in Section 5.2 or this Section 6.15.3 or the Letter Agreement. In the event that Novadigm delivers to Parent a Change of Recommendation Notice, Novadigm and the Board of Directors of Novadigm shall provide Parent the opportunity to make a counter-proposal to such Superior Offer, and shall consider in good faith and cause its financial and legal advisors to negotiate on its behalf in good faith with respect to the terms of such counter-proposal.