Common use of Changes to Board Recommendation Clause in Contracts

Changes to Board Recommendation. Subject to the terms of this Section 7.4(b), neither the Company Board nor the Special Committee or any other committee thereof shall withhold, withdraw, amend or modify in a manner adverse to Dimensional and/or Merger Sub, or publicly propose to withhold, withdraw, amend or modify in a manner adverse to Dimensional and/or Merger Sub, the Board Recommendation (a “Board Recommendation Change”); provided, however, that notwithstanding the foregoing, at any time prior to the receipt of the Company Requisite Vote, the Company Board and the Special Committee may effect a Board Recommendation Change if and only if either: (i) (A) the Company has received an Acquisition Proposal that constitutes a Superior Proposal, other than as a result of a breach or violation of the terms of Section 7.3, (B) the Special Committee determines in good faith (after receiving the advice of its outside legal counsel and after considering in good faith any counter-offer or proposal made by Dimensional pursuant to clause (D) below), that, a failure to effect a Board Recommendation Change in light of such Superior Proposal, would reasonably be expected to be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law, (C) prior to effecting such Board Recommendation Change, the Special Committee shall have given Dimensional at least two (2) Business Days notice thereof and the opportunity to meet with the Special Committee and its outside legal counsel, all with the purpose and intent of enabling Dimensional and the Special Committee to discuss in good faith a modification of the terms and conditions of this Agreement that would permit the Company Board not to effect a Board Recommendation Change, and (D) Dimensional shall not have made, within two (2) Business Days after receipt of the Company’s written notice of its intention to effect a Board Recommendation Change pursuant to this Section 7.4(b)(i), a counter-offer or proposal that the Special Committee reasonably determines in good faith, after consultation with its financial advisor and outside legal counsel, is at least as favorable to the stockholders of the Company as such Superior Proposal; or (ii) except for a Board Recommendation Change that is effected (or that is proposed to be effected) in response to or in connection with a Superior Proposal (it being understood and agreed by the parties that any Board Recommendation Change that is effected or that is proposed to be effected in response to or in connection with a Superior Proposal may be made only pursuant to and in accordance with Section 7.4(b)(i) immediately above), (A) the Special Committee determines in good faith (after receiving the advice of its outside legal counsel) that failure to effect a Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law, and (B) prior to effecting such Board Recommendation Change, the Special Committee shall have given Dimensional at least two (2) Business Days notice thereof and the opportunity to meet with the Special Committee and its outside legal counsel, all with the purpose and intent of enabling Dimensional and the Company to discuss in good faith the purported basis for the proposed Board Recommendation Change, Dimensional’s reaction thereto and any possible modification of the terms and conditions of this Agreement in response thereto; provided, that, notwithstanding the occurrence of a Board Recommendation Change pursuant to this Section 7.4(b), this Agreement and the obligations of the Company arising hereunder shall not terminate except in accordance with Article IX hereof and, unless and until this Agreement is terminated in accordance with Article IX hereof, the Company Board shall submit to its stockholders at the Stockholders Meeting a proposal with respect to the approval of the Merger, the adoption and approval of this Agreement and the transactions contemplated hereby in accordance with Section 7.5 hereof.

Changes to Board Recommendation. Subject to Neither the terms Board of this Section 7.4(b), neither Directors of the Company Board nor the Special Committee or any other committee thereof shall withhold(a) except as expressly permitted by this Section 6.2.3, withdraw, amend qualify or modify modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Dimensional and/or Parent, the approval or recommendation of the Board of Directors or such committee of this Agreement, the Merger Suband the other transactions contemplated hereby, (b) approve or recommend, or propose publicly propose to withholdapprove or recommend, withdrawany Takeover Proposal, amend or modify (c) cause the Company or a Subsidiary to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement in connection with any Takeover Proposal (each, a manner adverse “Company Acquisition Agreement”). Notwithstanding the foregoing, if, prior to Dimensional and/or Merger Subthe time the Company Stockholder Approval is obtained, the Company receives a Superior Proposal, the Board Recommendation of Directors of the Company may (subject to this and the following sentences) inform the Company Stockholders that it no longer recommends the approval of this Agreement and the Merger by the Company Stockholders (a “Board Recommendation ChangeSubsequent Determination”); provided, howeverbut the Board of Directors of the Company, that notwithstanding if it has received a Superior Proposal, may only withdraw its approval and recommendation after the foregoing, at any time prior to the fourth Business Day has passed following Parent’s receipt of written notice advising Parent that the Company Requisite Vote, the Company Board and the Special Committee may effect a Board Recommendation Change if and only if either: (i) (A) of Directors of the Company has received an Acquisition Proposal that constitutes a Superior Proposal, other than as a result of a breach or violation of Proposal (which notice shall specify the material terms of Section 7.3, (B) the Special Committee determines in good faith (after receiving the advice of its outside legal counsel and after considering in good faith any counter-offer or proposal made by Dimensional pursuant to clause (D) below), that, a failure to effect a Board Recommendation Change in light conditions of such Superior ProposalProposal (and include a copy or most recent draft copy thereof with all accompanying documentation or draft documentation), would reasonably be expected identify the Person making such Superior Proposal and state that the Board of Directors intends to be inconsistent with its fiduciary duties to the stockholders of make a Subsequent Determination). After providing such notice, the Company under applicable Law, (C) prior to effecting such Board Recommendation Change, the Special Committee shall have given Dimensional at least two (2) Business Days notice thereof and the provide a reasonable opportunity to meet with the Special Committee and its outside legal counsel, all with the purpose and intent of enabling Dimensional and the Special Committee Parent to discuss make such adjustments in good faith a modification of the terms and conditions of this Agreement that as would permit enable the Company Board not to effect a Board Recommendation Change, and (D) Dimensional shall not have made, within two (2) Business Days after receipt of the Company’s written notice of its intention to effect a Board Recommendation Change pursuant to this Section 7.4(b)(i), a counter-offer or proposal that the Special Committee reasonably determines in good faith, after consultation with its financial advisor and outside legal counsel, is at least as favorable to the stockholders Directors of the Company as such Superior Proposal; or (ii) except for a Board Recommendation Change that is effected (or that is proposed to be effected) in response to or in connection with a Superior Proposal (it being understood and agreed by the parties that any Board Recommendation Change that is effected or that is proposed to be effected in response to or in connection with a Superior Proposal may be made only pursuant to and in accordance with Section 7.4(b)(i) immediately above), (A) the Special Committee determines in good faith (after receiving the advice of its outside legal counsel) that failure to effect a Board Recommendation Change would reasonably be expected to be inconsistent proceed with its fiduciary duties to the stockholders of the Company under applicable Law, and (B) prior to effecting such Board Recommendation Change, the Special Committee shall have given Dimensional at least two (2) Business Days notice thereof and the opportunity to meet with the Special Committee and its outside legal counsel, all with the purpose and intent of enabling Dimensional and the Company to discuss in good faith the purported basis for the proposed Board Recommendation Change, Dimensional’s reaction thereto and any possible modification of the terms and conditions of this Agreement in response thereto; provided, that, notwithstanding the occurrence of a Board Recommendation Change pursuant to this Section 7.4(b), this Agreement and the obligations of the Company arising hereunder shall not terminate except in accordance with Article IX hereof and, unless and until this Agreement is terminated in accordance with Article IX hereof, the Company Board shall submit to its stockholders at the Stockholders Meeting a proposal with respect to the approval of the Merger, the adoption and approval recommendation of this Agreement and the transactions contemplated hereby in accordance with Section 7.5 hereofMerger to the Company Stockholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the discretion of Parent at the time. The Company shall submit this Agreement to the Company Stockholders at the Company Stockholders’ Meeting even if the Board of Directors of the Company shall have made a Subsequent Determination.

Changes to Board Recommendation. Subject to the terms of this Section 7.4(b6.2(b), neither the Board of Directors of the Company Board nor the Special Committee or any other committee thereof shall withhold, withdraw, amend or modify in a manner adverse to Dimensional and/or Merger SubParent, or publicly propose to withhold, withdraw, amend or modify in a manner adverse to Dimensional and/or Merger SubParent, the Board Recommendation (a “Board Recommendation Change”); provided, however, that notwithstanding the foregoing, at any time prior to the receipt of the Company Requisite VoteStockholder Approval, the Board of Directors of the Company Board and the Special Committee may effect a Board Recommendation Change if and only if either: (i) (A) the Company has received an Acquisition Proposal that constitutes a Superior Proposal, other than as a result of a breach or violation of the terms of Section 7.3, (B) the Board of Directors of the Company or the Special Committee determines in good faith (after receiving the advice of its respective outside legal counsel and after considering in good faith any counter-offer or proposal made by Dimensional Parent pursuant to clause (D) below), that, a failure to effect a Board Recommendation Change in light of such Superior Proposal, would reasonably be expected the Board of Directors of the Company or the Special Committee is required, in order to be inconsistent comply with its fiduciary duties to the stockholders of the Company under applicable Delaware Law, to effect a Board Recommendation Change, (C) prior to effecting such Board Recommendation Change, the Special Committee Company shall have given Dimensional Parent at least two (2) Business Days notice thereof and the opportunity to meet with the Board of Directors of the Company and the Special Committee and its their outside legal counsel, all with the purpose and intent of enabling Dimensional Parent and the Special Committee Company to discuss in good faith a modification of the terms and conditions of this Agreement so that would permit the Company Board not to effect a Board Recommendation Changetransactions contemplated hereby may be effected, and (D) Dimensional Parent shall not have made, within two (2) Business Days after receipt of the Company’s written notice of its intention to effect a Board Recommendation Change pursuant to this Section 7.4(b)(i6.2(b)(i), a counter-offer or proposal that the Board of Directors of the Company or the Special Committee reasonably determines in good faith, after consultation with its respective financial advisor and outside legal counsel, is at least as favorable to the stockholders of the Company as such Superior Proposal; or (ii) except for a Board Recommendation Change that is effected (or that is proposed to be effected) in response to or in connection with a Superior Proposal (it being understood and agreed by the parties that any Board Recommendation Change that is effected or that is proposed to be effected in response to or in connection with a Superior Proposal may be made only pursuant to and in accordance with Section 7.4(b)(i6.2(b)(i) immediately above), (A) the Board of Directors of the Company or the Special Committee determines in good faith (after receiving the advice of its respective outside legal counsel) that failure it is required to effect a Board Recommendation Change would reasonably be expected in order to be inconsistent comply with its fiduciary duties to the stockholders of the Company under applicable Delaware Law, and (B) prior to effecting such Board Recommendation Change, the Special Committee Company shall have given Dimensional Parent at least two (2) Business Days notice thereof and the opportunity to meet with the Board of Directors of the Company and the Special Committee and its their outside legal counsel, all with the purpose and intent of enabling Dimensional Parent and the Company to discuss in good faith the purported basis for the proposed Board Recommendation Change, DimensionalParent’s reaction thereto and any possible modification of the terms and conditions of this Agreement in response thereto; provided, that, notwithstanding the occurrence of a Board Recommendation Change pursuant to this Section 7.4(b), this Agreement and the obligations of the Company arising hereunder shall not terminate except in accordance with Article IX hereof and, unless and until this Agreement is terminated in accordance with Article IX hereof, the Company Board shall submit to its stockholders at the Stockholders Meeting a proposal with respect to the approval of the Merger, the adoption and approval of this Agreement and the transactions contemplated hereby in accordance with Section 7.5 hereof.