Common use of Changes of Recommendation Clause in Contracts

Changes of Recommendation. Nothing in this Agreement shall prevent the Company Board from withholding, withdrawing or modifying its recommendation to the Company’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 withdrawing its recommendation to the Company’s stockholders in favor of the Company Stockholder Approval, or modifying such recommendation in a manner adverse to Parent, together with reasonably detailed information regarding the circumstances giving rise to the consideration of such possibility; (iii) a Superior Offer is made to the Company and is not withdrawn; (iv) the Company shall have promptly provided written notice to Parent (a “Notice of Superior Offer”) advising Parent that the Company has received a Superior Offer, specifying all of the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer; (v) the Company shall have provided to Parent, together with or prior to the Notice of Superior Offer, a copy of all written materials delivered to the Person or Group making the Superior Offer 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; (vi) 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 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 faith judgment, after consultation with its outside counsel, that, in light of such Superior Offer and any offer made by Parent pursuant to Section 5.3(d)(vi), the Company Board is required to withhold, withdraw, or modify such recommendation in order to comply with its fiduciary obligations to the Company’s stockholders under applicable Legal Requirements.

Changes of Recommendation. Nothing in this Agreement shall prevent the Company Board from withholding, withdrawing or modifying its recommendation to Neither the Company’s stockholders in favor board of the Company Stockholder Approval if: (i) the Company Stockholder Approval has not yet been obtained; (ii) the Company directors nor any committee thereof 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 withdrawing its recommendation to the Company’s stockholders in favor of the Company Stockholder Approvalwithdraw, modify or change, or modifying such recommendation propose publicly to withdraw, modify or change, in a manner adverse to Parent, together with reasonably detailed information regarding the circumstances giving rise Parent or to the consideration Merger Sub, the Company board of directors’ recommendation that the shareholders of the Company 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, 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; (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; 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 possibility; 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 (C), whether by the Company’s board of 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) a Superior Offer is made to the Company and is not withdrawn; (iv) of Section 5.1(b), the Company shall have promptly provided provide the Parent written notice to Parent (a “Notice of Superior Offer”i) advising the Parent that the board of directors of the Company has received a Superior OfferOffer which it intends to accept or make a Change of Company Recommendation with respect to, identifying the person making such Superior Offer and specifying all of the financial and other material terms and conditions of such Superior Offer and identifying (ii) inviting the person or entity making such Superior Offer; (v) the Company shall have provided Parent to Parent, together with or prior to the Notice of Superior Offer, a copy of all written materials delivered to the Person or Group making the Superior Offer 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; (vi) Parent shall not havepropose, within four 15 Business Days of Parent’s receipt of such written notice, adjustments in the Notice terms and conditions of Superior Offer, made an offer that this Agreement with a view to enabling the Company Board concludes in its good faith judgment (after consultation to proceed with the transactions contemplated herein on such adjusted terms as a financial advisor result of national standing) to be such adjustments making such transactions at least as favorable to the Company’s stockholders shareholders (taking into account all such factors as such the Company’s board of directors deems relevant) as the 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) provided 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 Offershall fully cooperate, and (C) cause its legal and financial advisors to cooperate, with the Parent in making 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 (viadjustments)); and (vii) the Company Board has concluded in its good faith judgment, after consultation with its outside counsel, that, in light of such Superior Offer and any offer made by Parent pursuant to Section 5.3(d)(vi), the Company Board is required to withhold, withdraw, or modify such recommendation in order to comply with its fiduciary obligations to the Company’s stockholders under applicable Legal Requirements.

Changes of Recommendation. Nothing Except as expressly permitted in this Agreement Section 5.3(d), the Board of Directors of Company (or any committee thereof) shall prevent not: (A) withdraw, or modify or change in any manner adverse to Merger Sub, the Company Board from withholdingRecommendation; (B) approve, withdrawing adopt or modifying its recommendation recommend any Acquisition Proposal; or (C) approve or recommend, or allow Company or any Subsidiary to enter into, any letter of intent, acquisition agreement or other similar agreement with respect to any Acquisition Proposal (any of the foregoing a "CHANGE OF RECOMMENDATION"). Notwithstanding anything to the contrary contained in Section 5.2 or this Section 5.3, 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’s stockholders in favor , or any committee thereof, may effect a Change of Recommendation and terminate this Agreement to enter into a definitive agreement effectuating the Superior Offer described below, if, and only if, all of the Company Stockholder Approval iffollowing conditions set forth in clauses (i) through (v) are satisfied: (i) the Company Stockholder Approval has not yet been obtainedBoard of Directors of Company, or any committee thereof, shall have 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 Superior Offer (after giving effect to all of the adjustments to the terms of this Agreement which may be offered by Parent including pursuant to clause (iii) below); (ii) the Company (A) shall have provided deliver to Parent reasonably prompt written notice (a "CHANGE OF RECOMMENDATION NOTICE") of its intention to take such action, at least 24 hours before any meeting of three business days (the Company Board at which the Company Board will consider the possibility of withdrawing its recommendation to the Company’s stockholders "NOTICE PERIOD") in favor of the Company Stockholder Approval, or modifying such recommendation in a manner adverse to Parent, together with reasonably detailed information regarding the circumstances giving rise to the consideration of such possibility; (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”) advising Parent that the Company has received a Superior Offeradvance, specifying all of in such notice the material terms and conditions of such Superior Offer and identifying (including the person or entity identity of the party making such the Superior Offer); and (B) 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 and comply with the requirements of this clause (ii) with respect to such new notice; (viii) after delivering the Change of Recommendation Notice, Company shall have provided provide Parent with an opportunity to Parentmake such adjustments in the terms and conditions of this Agreement during such three business day period, together and negotiate with or prior to the Notice of Superior Offer, a copy of all written materials delivered to the Person or Group making the Superior Offer 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 respect thereto during such materials and informationthree business day period; (viiv) Parent shall not haveCompany's Board of Directors, 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 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 or any such offer by Parent promptly following the receipt committee 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 faith judgmenthave determined, after consultation with outside legal counsel and financial advisors of Company, its outside counsel, thatBoard of Directors or any committee thereof, in light good faith, that the failure of such Superior Offer and any offer made by Parent pursuant the Board of Directors to Section 5.3(d)(vi), the Company Board is required effect a Change of Recommendation or to withhold, withdraw, or modify such recommendation terminate this Agreement would reasonably be expected to result in order to comply with a breach of its fiduciary obligations to the Company’s stockholders shareholders of Company under applicable Legal RequirementsLaw; and (v) Company shall not have breached any of the provisions set forth in Section 5.2 or this Section 5.3.

Changes of Recommendation. Nothing in this Agreement shall prevent Neither the Company Board from withholding, withdrawing or modifying its recommendation to the Company’s stockholders in favor of Directors of the Company Stockholder Approval if: nor any committee thereof shall, directly or indirectly, (i) the Company Stockholder Approval has not yet been obtained; (iiA) the Company shall have provided to Parent reasonably prompt notice at least 24 hours before withhold, withdraw or qualify (or amend or modify in any meeting of the Company Board at which the Company Board will consider the possibility of withdrawing its recommendation to the Company’s stockholders in favor of the Company Stockholder Approval, or modifying such recommendation in a manner adverse to Parent, together with reasonably detailed information regarding the circumstances giving rise ) or publicly propose to the consideration of such possibility; withdraw or qualify (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”) advising Parent that the Company has received a Superior Offer, specifying all of the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer; (v) the Company shall have provided amend or modify in any manner adverse to Parent), together with the approval, recommendation or prior to declaration of advisability by such Board of Directors or any committee thereof of this Agreement, or the Notice of Superior Offer, a copy of all written materials delivered to Merger or the Person or Group making other transactions contemplated by this Agreement (the Superior Offer 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; (vi) 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 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 thereofRecommendation”), (B) that recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any Alternative Transaction Proposal, (C) following a publicly announced tender or exchange offer for any Company Common Stock, fail to recommend against acceptance of any tender offer or exchange offer for the Company Board will not withhold, withdraw or modify its recommendation to the Company’s stockholders in favor shares of the Company Stockholder Approval for four Common Stock within ten (10) Business Days after commencement of such offer or, if earlier, within five (5) Business Days prior to the Company Stockholders’ Meeting (which reaffirmation is not subsequently withdrawn or modified), (D) fail to include the Company Recommendation in the Proxy Statement, (E) fail to publicly reaffirm the Company Recommendation within five (5) Business Days after receipt of a written request by Parent to provide such affirmation if an Alternative Transaction Proposal or Inquiry (or any modification thereto) shall have become publicly known or upon any one other request by Parent, or (F) resolve or publicly propose to take any action described in the foregoing clauses (A) through (E) (any action described in the foregoing clauses (A) through (F) being referred to as a “Company Adverse Recommendation Change”); or (ii) except as provided herein, approve or recommend, or publicly propose to approve or recommend, or allow the Company or any of the Notice its Subsidiaries to execute or enter into, any letter of Superior Offerintent, and (C) any change to the financial memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement 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 similar agreement, arrangement or understanding (vi)); and (viix) the Company Board has concluded in its good faith judgment, after consultation with its outside counsel, that, in light of such Superior Offer and any offer made by Parent pursuant to Section 5.3(d)(vi), the Company Board is required to withhold, withdrawconstituting, or modify such recommendation in order providing for, any Alternative Transaction Proposal or (y) requiring it (or that would require it) to comply with its fiduciary obligations abandon, terminate or fail to consummate the Company’s stockholders under applicable Legal RequirementsMerger or any other transaction contemplated by this Agreement.

Changes of Recommendation. Nothing in this Agreement shall prevent Neither the Company Board from withholding, withdrawing or modifying its recommendation to the Company’s stockholders in favor of Directors of the Company Stockholder Approval if: nor any committee thereof shall (i) the Company Stockholder Approval has not yet been obtained; withdraw (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 withdrawing its recommendation to the Company’s stockholders in favor of the Company Stockholder Approval, or modifying such recommendation modify in a manner adverse to Parent), together with reasonably detailed information regarding once made, its recommendation in favor of this Agreement or the circumstances giving rise transactions contemplated hereby or approve or recommend a Competing Transaction Proposal (any action described in this subsection being referred to as a (“Company Adverse Recommendation Change”)) or (ii) approve or recommend, or publicly propose to approve or recommend, or allow the Company or any subsidiary thereof to execute, or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement or other business combination or acquisition agreement, joint venture agreement or other agreement constituting or relating to a Competing Transaction Proposal (other than a confidentiality agreement related thereto). Notwithstanding anything to the consideration contrary contained herein, the Board of such possibility; (iii) a Superior Offer is made to Directors of the Company and is not withdrawn; (iv) the Company shall have promptly provided written notice to Parent (a “Notice of Superior Offer”) advising Parent that the Company has received a Superior Offermay, specifying all of the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer; (v) the Company shall have provided to Parent, together with or prior to the Notice adoption of Superior Offer, a copy of all written materials delivered to the Person or Group making the Superior Offer 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; (vi) 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 national standing) to be at least as favorable to this Agreement by the Company’s stockholders as such stockholders, make a Company Adverse Recommendation Change in connection with a bona fide written Superior Offer Proposal made (it being agreed or in the case of any proposal with respect to a Competing Transaction made prior to the date hereof, modified) that did not result from a breach of Section 5.3 hereof if the Board of Directors determines in good faith (A) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (Bafter consulting with its outside legal counsel) that the Company Board will not withhold, withdraw or modify its recommendation to the Company’s stockholders in favor failure of the Board of Directors to effect a Company Stockholder Approval for four Business Days after receipt by Parent Adverse Recommendation Change is reasonably likely to result in a breach 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 faith judgment, after consultation with its outside counsel, that, in light of such Superior Offer and any offer made by Parent pursuant to Section 5.3(d)(vi), the Company Board is required to withhold, withdraw, or modify such recommendation in order to comply with its fiduciary obligations to the Company’s stockholders of the Company under applicable Legal Requirementslaw; provided, that no Company Adverse Recommendation Change may be made in connection with a Superior Proposal until the third business day following Parent’s receipt from the Company of (x) a notice that the Board of Directors of the Company has determined that such Competing Transaction Proposal constitutes a Superior Proposal and that it intends to make a Company Adverse Recommendation Change and (y) the terms and conditions of any offer or proposal in respect to the Superior Proposal. In determining whether to make a Company Adverse Recommendation Change in response to a Superior Proposal, the Board of Directors shall take into account any changes to the terms of this Agreement or the Merger proposed by Parent (in response to a notice) in determining whether such proposal shall constitute a Superior Proposal.

Changes of Recommendation. Nothing Subject to compliance by the Company with this Section 6.4, nothing in this Agreement shall prevent the Company Board from (i) withholding, withdrawing withdrawing, amending or modifying its recommendation the Company Board Recommendation (the actions in this clause (i) being collectively referred to as an “Adverse Recommendation Change”), (ii) terminating this Agreement pursuant to Section 8.1(f) simultaneously with the payment of the Company Termination Fee, (iii) recommending, adopting, approving or submitting to the Company’s stockholders shareholders any Acquisition Proposal, or (iv) entering into any agreement, including any agreement in favor principle, letter of the Company Stockholder Approval if: intent or understanding, acquisition or merger agreement, option agreement, joint venture agreement, partnership agreement or similar agreement, arrangement or understanding which constitutes, relates to, is intended to lead to or could reasonably be expected to lead to an Acquisition Proposal (iother than a confidentiality agreement contemplated by Section 6.4(b)); provided, however, that in any case, (A) the Company Stockholder Shareholders Approval has not yet been obtained; , (iiB) the Company shall have provided to Parent Board concludes in good faith, after consultation with its outside legal counsel, that such action is reasonably prompt notice at least 24 hours before any meeting of required in order for the Company Board at which the Company Board will consider the possibility of withdrawing to comply with its recommendation fiduciary obligations to the Company’s stockholders in favor of the Company Stockholder Approvalshareholders under applicable Law, or modifying such recommendation in a manner adverse to Parent, together with reasonably detailed information regarding the circumstances giving rise to the consideration of such possibility; (iii) a Superior Offer is made to the Company and is not withdrawn; (ivC) the Company shall have promptly provided written notice to Parent (a “Notice of Superior Offer”) advising Parent that the Company has received a Superior Offer, specifying all of the material terms and conditions of such Superior Offer and identifying that it intends (or may intend) to make an Adverse Recommendation Change or terminate the person Agreement pursuant to Section 8.1(f) and the manner and timing in which it intends (or entity making such Superior Offer; may intend) to do so, (v) the Company shall have provided to Parent, together with or prior to the Notice of Superior Offer, a copy of all written materials delivered to the Person or Group making the Superior Offer 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; (viD) Parent shall not have, within four Business Days 72 hours of Parent’s receipt of the Notice of Superior Offer, made an offer that the Company Board concludes determines in its good faith judgment (after consultation with a outside legal counsel and its financial advisor of national standingadvisor) to be at least as favorable to the Company’s stockholders shareholders as such Superior Offer (it being agreed that (A1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, thereof and (B2) that the Company Board will not withhold, withdraw make an Adverse Recommendation Change or modify its recommendation terminate the Agreement pursuant to the Company’s stockholders in favor of the Company Stockholder Approval Section 8.1(f) for four Business Days 72 hours 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 faith judgment, after consultation with its outside counsel, that, in light of such Superior Offer and any offer made by Parent pursuant to Section 5.3(d)(vi), the Company Board is required to withhold, withdraw, or modify such recommendation in order to comply with its fiduciary obligations to the Company’s stockholders under applicable Legal Requirements.