Common use of Changes of Recommendation Clause in Contracts

Changes of Recommendation. Subject to compliance by the Company with this Section 6.4, nothing in this Agreement shall prevent the Company Board from (i) withholding, withdrawing, amending or modifying 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 shareholders any Acquisition Proposal, or (iv) entering into any agreement, including any agreement in principle, letter of 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 (other than a confidentiality agreement contemplated by Section 6.4(b)); provided, however, that in any case, (A) the Company Shareholders Approval has not yet been obtained, (B) the Company Board concludes in good faith, after consultation with its outside legal counsel, that such action is reasonably required in order for the Company Board to comply with its fiduciary obligations to the Company’s shareholders under applicable Law, (C) 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 and that it intends (or may intend) to make an Adverse Recommendation Change 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, (D) Parent shall not have, within 72 hours 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 outside legal counsel and its financial advisor) to be at least as favorable to the Company’s shareholders 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 and (2) that the Company Board will not make an Adverse Recommendation Change or terminate the Agreement pursuant to Section 8.1(f) for 72 hours after receipt by Parent of the Notice of Superior Offer).

Changes of Recommendation. Subject to compliance by Neither the Board of Directors of the Company with this Section 6.4, nothing in this Agreement nor any committee thereof shall prevent the Company Board from (i) withholdingwithdraw (or modify in a manner adverse to Parent), withdrawingonce made, amending its recommendation in favor of this Agreement or modifying the Company Board Recommendation transactions contemplated hereby or approve or recommend a Competing Transaction Proposal (the actions any action described in this clause (i) subsection being collectively referred to as an a (“Company Adverse Recommendation Change”), ) or (ii) terminating this Agreement pursuant approve or recommend, or publicly propose to Section 8.1(f) simultaneously with the payment of approve or recommend, or allow the Company Termination Fee, (iii) recommending, adopting, approving or submitting any subsidiary thereof to the Company’s shareholders any Acquisition Proposalexecute, or (iv) entering into enter into, any agreementletter of intent, including any memorandum of understanding, agreement in principle, letter of intent merger agreement or understanding, other business combination or acquisition or merger agreement, option agreement, joint venture agreement, partnership agreement or similar agreement, arrangement other agreement constituting or understanding which constitutes, relates to, is intended relating to lead to or could reasonably be expected to lead to an Acquisition a Competing Transaction Proposal (other than a confidentiality agreement contemplated by Section 6.4(brelated thereto)); provided. Notwithstanding anything to the contrary contained herein, however, that in any case, (A) the Board of Directors of the Company Shareholders Approval has may, prior to the adoption of this Agreement by the Company’s stockholders, make a Company Adverse Recommendation Change in connection with a bona fide written Superior Proposal made (or in the case of any proposal with respect to a Competing Transaction made prior to the date hereof, modified) that did not yet been obtained, (B) result from a breach of Section 5.3 hereof if the Company Board concludes of Directors determines in good faith, faith (after consultation consulting with its outside legal counsel, ) that such action the failure of the Board of Directors to effect a Company Adverse Recommendation Change is reasonably required likely to result in order for the Company Board to comply with a breach of its fiduciary obligations to the Company’s shareholders stockholders of the Company under applicable Lawlaw; provided, (C) 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 shall have promptly provided written of (x) a notice to Parent (a “Notice that the Board of Superior Offer”) advising Parent that Directors of the Company has received determined that such Competing Transaction Proposal constitutes a Superior Offer Proposal and that it intends (or may intend) to make an a Company Adverse Recommendation Change and (y) the terms and conditions of any offer or terminate the Agreement pursuant to Section 8.1(f) and the manner and timing proposal in which it intends (or may intend) to do so, (D) Parent shall not have, within 72 hours 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 outside legal counsel and its financial advisor) to be at least as favorable respect to the Company’s shareholders as such Superior Offer (it being agreed that (1) the Proposal. In determining whether to make a Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof and (2) that the Company Board will not make an 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 terminate the Agreement pursuant to Section 8.1(f) for 72 hours after receipt Merger proposed by Parent of the Notice of (in response to a notice) in determining whether such proposal shall constitute a Superior Offer)Proposal.

Changes of Recommendation. Subject to compliance by the Company with Except as expressly permitted in this Section 6.45.3(d), nothing the Board of Directors of Company (or any committee thereof) shall not: (A) withdraw, or modify or change in this Agreement shall prevent any manner adverse to Merger Sub, the Company Board from Recommendation; (B) approve, adopt or 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, 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 following conditions set forth in clauses (i) withholding, withdrawing, amending or modifying the Company Board Recommendation through (the actions in this clause v) are satisfied: (i) being collectively referred to as an “Adverse Recommendation Change”), (ii) terminating this Agreement pursuant to Section 8.1(f) simultaneously with the payment Board of the Company Termination Fee, (iii) recommending, adopting, approving or submitting to the Directors of Company’s shareholders any Acquisition Proposal, or (iv) entering into any agreementcommittee thereof, including any agreement in principle, letter of 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 (other than a confidentiality agreement contemplated by Section 6.4(b)); provided, however, that in any case, (A) the Company Shareholders Approval has not yet been obtained, (B) the Company Board concludes shall have determined in good faith, after consultation with its outside legal counsel, that such action is reasonably required in order for the Company Board to comply with its fiduciary obligations to the Company’s shareholders under applicable Law, (C) 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 and that it intends (or may intend) to make an Adverse Recommendation Change 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, (D) Parent shall not have, within 72 hours 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 outside legal counsel and financial advisors of Company, its financial advisorBoard 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) Company (A) shall deliver to Parent written notice (a "CHANGE OF RECOMMENDATION NOTICE") of its intention to take such action, at least as favorable to three business days (the Company’s shareholders as "NOTICE PERIOD") in advance, specifying in such notice the material terms and conditions of such Superior Offer (it being agreed that (1) including the Company Board shall convene a meeting to consider any such offer by Parent promptly following identity of the receipt thereof party making the Superior Offer); and (2B) that in the Company Board will not make an Adverse Recommendation Change or terminate event of any material revisions to the Agreement pursuant to Section 8.1(f) for 72 hours Superior Offer after receipt by Parent the start of the Notice Period, shall promptly deliver a new Change of Superior Offer)Recommendation Notice to Parent and comply with the requirements of this clause (ii) with respect to such new notice; (iii) 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 or any committee thereof, in good faith, that the failure of the Board of Directors to effect a Change of Recommendation or to terminate this Agreement would reasonably be expected to result in a breach of its fiduciary obligations to the shareholders of Company under applicable Law; and (v) Company shall not have breached any of the provisions set forth in Section 5.2 or this Section 5.3.