Common use of Company Board Recommendation Clause in Contracts

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions.

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (ii)(A) (A) fail to makewithdraw, withdraw (or modify withhold, amend or qualify or modify, in each case, in a manner adverse to Parent or Purchaser)Merger Subs, or publicly propose to fail to makewithdraw, withdraw (or modify withhold, amend or qualify or modify, in each case, in a manner adverse to Parent or Purchaser)Merger Subs, the Company Board Recommendation or Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement, (C) fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days after Parent so requests in writing (it being understood that the Parent shall only be entitled to make up to two (2) such reaffirmation requests), (D) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse recommend or declare advisable, any Acquisition ProposalProposal or (E) if any tender offer or exchange offer is commenced for equity securities of the Company, (ii) fail to include recommend against such tender offer or exchange offer by the earlier of (1) the tenth (10th) Business Day after the commencement of such tender offer or exchange offer and (2) the third (3rd) Business Day prior to the Company Board Recommendation in Stockholders Meeting other than a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Schedule 14D-9 when disseminated to the Company’s stockholders Exchange Act (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions).

Company Board Recommendation. (a) The Other than in accordance with the terms of this Section 6.2, the Company hereby consents Board shall not make a Company Board Recommendation Change or enter into an Alternative Acquisition Agreement. Notwithstanding anything to the Offer and represents, as of the date of contrary set forth in this Agreement, that at any time prior to obtaining the Company BoardRequisite Shareholder Approval, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject may, in response to its receipt of a Superior Proposal that has not been withdrawn, (i) effect a Company Board Recommendation Change with respect to such Superior Proposal or (ii) terminate this Agreement pursuant to Section 8.1(g) in order to enter into a definitive Alternative Acquisition Agreement providing for such Superior Proposal if, in each case (A) the Company Board determines in good faith (after consultation with outside legal counsel and after considering in good faith any counter-offer or proposal made by Parent pursuant to Section 6.1(bclause (D) below), that in light of such Superior Proposal, failure to effect a Company Board Recommendation Change or failure to terminate this Agreement in order to enter into a definitive Alternative Acquisition Agreement providing for such Superior Proposal would be inconsistent with the Company hereby consents to the inclusion of a description fiduciary duties of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the under Applicable Law; (B) prior to effecting such Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser)Recommendation Change, the Company Board shall have given Parent at least four (4) Business Days’ prior written notice (the “Superior Proposal Notice Period”) of its intention to effect a Company Board Recommendation Change or to terminate this Agreement pursuant to Section 8.1(g) (B) approvewhich notice shall include the most current version of the proposed definitive agreement with respect to such Superior Proposal and, recommend or declare advisableto the extent not included therein, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition a reasonably detailed summary of all material terms and conditions of such Superior Proposal, including any financing arrangements to the extent provided to the Company or any of its Subsidiaries or their Representatives and the identity of the Person making such Superior Proposal, if not appearing elsewhere in the documents provided to Parent); (iiC) fail the Company shall, and shall cause its financial and legal advisors to, during the Superior Proposal Notice Period, negotiate with Parent (to include the extent Parent desires to negotiate) in good faith any proposed modifications to the terms and conditions of this Agreement in response to such Superior Proposal; and (D) after taking into account any counter-offer or proposal offered by Parent within the Superior Proposal Notice Period in writing, if any, the Company Board Recommendation in again makes the Schedule 14D-9 when disseminated determination that the Acquisition Proposal that is subject to the Company’s stockholders notice set forth above still constitutes a Superior Proposal (it being understood that (1) any action described material amendment or modification to the terms of a Superior Proposal, including any revision in clause price, shall be deemed a new Acquisition Proposal for purposes of this Section 6.2, and (i2) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute shall promptly (but in any event within 24 hours of the occurrence) notify Parent of any such amendment or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any modification and provide the required information regarding such new Acquisition Proposal requiring, or reasonably expected (to cause, the extent not previously provided) in compliance with the terms of this Section 6.2 anew; provided that the period during which the Company and its Representatives are required to abandon, terminate, delay or fail negotiate with Parent in good faith regarding any modified terms proposed by Parent in response to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, such new Acquisition Proposal shall expire on the Transactionslater to occur of two (2) Business Days after the Company provides written notice of such new Acquisition Proposal and the end of the original Superior Proposal Notice Period).

Company Board Recommendation. (a) The Unless the Board of Directors has made a Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject Adverse Recommendation Change in each case to accordance with Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, unless the Board of Directors has made a Company Adverse Recommendation Change in accordance with Section 6.1(b), neither the Company Board of Directors nor any committee thereof shall (ii)(A) (A) fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or Recommendation, (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated or the Merger Proxy Statement or (C) adopt, approve, recommend or declare advisable, or resolve, agree or publicly propose to the Company’s stockholders adopt, approve, recommend or declare advisable, any Acquisition Proposal (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change RecommendationRecommendation Change”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer ; or (ivii) adopt, approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal requiringProposal, or that requires, or is reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b5.3(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to makewithdraw, withdraw (or amend, modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), Merger Sub the Company Board Recommendation Recommendation, (ii) publicly approve or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any an Acquisition Proposal, (iiiii) fail to include the Company Board Recommendation in the Schedule 14D-9 Proxy Statement when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”)Stockholders, (iiiiv) publicly make if any recommendation in connection with Acquisition Proposal is structured as a tender offer or exchange offer for the outstanding Shares and is commenced pursuant to Rule 14d-2 under the Exchange Act (other than by Parent or an Affiliate of Parent), fail to recommend, within ten (10) Business Days after such commencement, against acceptance by the Offer) other than a recommendation against Company Stockholders of such tender offer or exchange offer, or (v) publicly propose to do any of the foregoing (each of clauses (i), (ii), (iii), (iv) approveand (v), recommend or declare advisablea “Company Board Recommendation Change”); provided, or propose however, that, notwithstanding anything herein to approvethe contrary, recommend or declare advisablea “stop, or allow look and listen” communication by the Company Board or any committee thereof to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company Stockholders pursuant to abandonRule 14d-9(f) of the Exchange Act, terminateany action contemplated by Section 5.3(c)(i) or any substantially similar communication to either of the foregoing, delay shall not be deemed to be a Company Board Recommendation Change or fail otherwise be prohibited under the terms of this Agreement, provided that any such disclosure by the Company shall state that the Company Board Recommendation continues to consummatebe in effect unless, or that would otherwise materially impedeprior to the time of such public disclosure, interfere a Company Board Recommendation Change has been made in compliance with or be inconsistent with, the Transactionsthis Section 5.3.

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, represents that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) ): (A) fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend, endorse recommend or declare advisable, any Acquisition ProposalProposal or (C) resolve, (ii) fail agree or publicly propose to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders take any such actions (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreementx) with respect to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal Proposal, or (y) requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 5.3).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (i) (A) fail to makewithhold, withdraw (withdraw, amend, qualify or modify or qualify in a manner adverse to Parent or Purchaser)Newco, or publicly propose to fail to makewithhold, withdraw (withdraw, amend, qualify or modify or qualify in a manner adverse to Parent or Purchaser)Newco, the Company Board Recommendation or Recommendation, (B) approveadopt, approve or recommend or declare advisable, or publicly propose to approveadopt, recommend, endorse approve or declare advisable, any recommend an Acquisition Proposal, (iiC) fail to publicly reaffirm the Company Board Recommendation in the absence of a publicly announced Acquisition Proposal within two (2) Business Days after Newco so requests in writing, (D) fail to recommend against any publicly announced Acquisition Proposal and reaffirm the Company Board Recommendation, in each case, within ten (10) Business Days following the public announcement of such Acquisition Proposal and in any event at least two (2) Business Days prior to the Company Stockholders Meeting, or (E) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders Proxy Statement (any action described in clause clauses (iA) or through (ii) being referred to as E), a “Company Adverse Change RecommendationBoard Recommendation Change”); provided, (iiihowever, that a “stop, look and listen” communication by the Company Board or any authorized committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) publicly make any recommendation in connection with a tender offer or exchange offer (other than of the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisableExchange Act, or propose any substantially similar communication, shall not be deemed to approvebe a Company Board Recommendation Change; and provided further, recommend or declare advisable, or allow that at any time prior to the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to causereceipt of the Requisite Stockholder Approval, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere Board and/or any authorized committee thereof may effect a Company Board Recommendation Change in accordance with or be inconsistent with, the TransactionsSection 5.3(f).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (i) (A) fail to makewithhold, withdraw (withdraw, amend, qualify or modify or qualify in a manner adverse to Parent or Purchaser)Parent, or publicly propose to fail to makewithhold, withdraw (withdraw, amend, qualify or modify or qualify in a manner adverse to Parent or Purchaser)Parent, the Company Board Recommendation or Recommendation, (Bii) approve, recommend endorse or declare advisablerecommend, or publicly propose to approve, endorse or recommend, endorse or declare advisable, any a Company Acquisition Proposal, (iiiii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”)Joint Proxy Statement/Prospectus, (iiiiv) publicly make any recommendation in connection with if a tender offer or exchange offer (other than the Offer) other than that constitutes a recommendation Company Acquisition Proposal is commenced, fail to publicly recommend against acceptance of such tender offer or exchange offer by the Company Stockholders (ivincluding, for these purposes, by disclosing that it is taking no position with respect to the acceptance of such tender offer or exchange offer by the Company Stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer; provided that a customary “stop, look and listen” communication by the Company Board pursuant to Rule 14d-9(f) approve, recommend under the Exchange Act or declare advisablea statement that the Company Board has received and is currently evaluating such Company Acquisition Proposal shall not be prohibited or be deemed to be a Company Board Recommendation Change) within ten (10) Business Days after the commencement thereof or such fewer number of days as remain prior to the Company Stockholder Meeting, or propose (v) fail to approve, recommend or declare advisable, or allow publicly reaffirm the Company to execute Board Recommendation following any Company Acquisition Proposal having been publicly made, proposed or enter into any Contract communicated (other and not publicly withdrawn) within ten (10) Business Days after Parent so requests in writing; provided that Parent may not make such request more than an Acceptable Confidentiality Agreement) one time with respect to any Company Acquisition Proposal requiring, or reasonably expected to cause, unless there shall have been an additional public announcement by the Company with respect to abandonsuch Company Acquisition Proposal (each of clauses (i), terminate(ii), delay or fail to consummate(iii), or that would otherwise materially impede(iv) and (v), interfere with or be inconsistent with, the Transactionsa “Company Board Recommendation Change”).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b6.01(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, subject to Section 6.01(b), neither the Company Board of Directors nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (iiC) after public announcement of an Acquisition Proposal (other than a tender offer or exchange offer), fail to publicly affirm the Company Board Recommendation within five business days after a written request by Parent to do so (or, if earlier, by the close of business on the End Date), provided, that Parent may only make such request once with respect to any Acquisition Proposal (provided, that each time a Determination Notice is given Parent shall, subject to the following provision, be entitled to make a new such request); and provided, further, that the Company shall not be required to provide any such affirmation during the two or three business day periods, as applicable, following the giving of a Determination Notice, (D) following the commencement of a tender offer or exchange offer relating to the Shares by a Person unaffiliated with Parent, fail to publicly affirm the Company Board Recommendation and recommend that the Company’s stockholders reject such tender offer or exchange offer within 10 business days after the commencement of such tender offer or exchange offer pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or, if earlier, by the close of business on the End Date) or (E) fail to include the Company Board Recommendation in the Schedule 14D-9 when filed with the SEC or disseminated to the Company’s stockholders (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or cause or allow the Company to execute or enter into any Contract Contract, letter of intent, memorandum of understanding, agreement in principle or term sheet with respect to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, subject to Section 6.1(b), neither the Company Board of Directors nor any committee thereof shall (ii)(A) (A) fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (iiC) after public announcement of an Acquisition Proposal (other than a tender offer or exchange offer), fail to publicly affirm the Company Board Recommendation within three business days after a written request by Parent to do so (or, if earlier, by the close of business on the business day immediately preceding the scheduled date of the Offer Acceptance Time), provided, that Parent may only make such request once with respect to any Acquisition Proposal (provided, that each time a Determination Notice is given Parent shall, subject to the following provision, be entitled to make a new such request); and provided, further, that the Company shall not be required to provide any such affirmation during the two or three business day periods, as applicable, following the giving of a Determination Notice, (D) following the commencement of a tender offer or exchange offer relating to the Shares by a Person unaffiliated with Parent, fail to publicly affirm the Company Board Recommendation and recommend that the Company’s stockholders reject such tender offer or exchange offer within 10 business days after the commencement of such tender offer or exchange offer pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or, if earlier, by the close of business on the business day immediately preceding the scheduled date of the Offer Acceptance Time) or (E) fail to include the Company Board Recommendation in the Schedule 14D-9 when filed with the SEC or disseminated to the Company’s stockholders (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or cause or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) Contract, letter of intent, memorandum of understanding, agreement in principle or term sheet with respect to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as represents that its Board of the date of this Agreement, that the Company BoardDirectors, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b5.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Proxy Statement. During the Pre-Closing Period, neither the Board of Directors of the Company Board nor any committee thereof shall (ii)(A) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), the Company Board Recommendation or Recommendation, (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, Proposal or (iiC) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders Proxy Statement (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company or any Acquired Corporation to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, represents that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject Unless the Company Board has made a Company Adverse Change in each case to Recommendation in accordance with Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (ii)(A) (A) fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders Proposal (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change in Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality AgreementA) with respect to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal or (B) requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 5.3).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, represents that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, subject to Section 6.1(b), neither the Company Board nor any committee thereof shall (ii)(A) (A) fail to makewithhold, withdraw (withdraw, qualify or modify or qualify in a manner adverse to Parent or Purchaser), or resolve to or publicly propose or announce any intention to fail to makewithhold, withdraw (withdraw, qualify, or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or Recommendation, (B) remove the Board Recommendation from or fail to include the Company Board Recommendation in the Schedule 14D-9, (C) approve, endorse, recommend or declare advisable, or publicly propose to approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, or (iiD) fail to include the Company Board Recommendation in (or remove the Company Board Recommendation from) the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) adopt, approve, recommend recommend, submit to stockholders or declare advisable, or propose to adopt, approve, recommend recommend, submit to stockholders or declare advisable, or allow the Company any Acquired Corporation to execute or enter into any Contract letter of intent (other than an Acceptable Confidentiality Agreement) with respect whether or not binding), term sheet, merger agreement, acquisition agreement, option agreement, agreement in principle or similar agreement constituting or related to, or that is intended to or would reasonably be likely to lead to, any Acquisition Proposal Proposal, or requiring, or reasonably expected likely to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise be reasonably likely to materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement) (any such Contract, an “Alternative Acquisition Agreement”).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, subject to Section 6.1(b), neither the Company Board of Directors nor any committee thereof shall (ii)(A) (A) fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (iiC) after public announcement of an Acquisition Proposal (other than a tender offer or exchange offer), fail to publicly affirm the Company Board Recommendation within three (3) business days after a written request by Parent to do so (or, if earlier, by the close of business on the business day immediately preceding the scheduled date of the Offer Acceptance Time), provided, that Parent may only make such request once with respect to any Acquisition Proposal (provided, that each time a Determination Notice is given Parent shall, subject to the following provision, be entitled to make a new such request); and provided, further, that the Company shall not be required to provide any such affirmation during the two (2) or four (4) business day periods, as applicable, following the giving of a Determination Notice, (D) following the commencement of a tender offer or exchange offer relating to the Shares by a Person unaffiliated with Parent, fail to publicly affirm the Company Board Recommendation and recommend that the Company’s stockholders reject such tender offer or exchange offer within ten (10) business days after the commencement of such tender offer or exchange offer pursuant to Rule 14d-9(f) under the Exchange Act (or, if earlier, by the close of business on the business day immediately preceding the scheduled date of the Offer Acceptance Time) or (E) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or cause or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) Contract, letter of intent, memorandum of understanding, agreement in principle or term sheet with respect to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, represents that the Company Board, at a meeting duly called and heldheld on or prior to the date of this Agreement, has unanimously made the Company Board Recommendation. Subject Unless the Company Board has made a Company Adverse Change Recommendation in each case to accordance with Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders Proposal (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality AgreementA) with respect to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal Proposal, or (B) requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 5.3).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as represents that its Board of the date of this Agreement, that the Company BoardDirectors, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (ii)(A) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders Proposal (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”); (ii) fail to publicly reaffirm its recommendation of this Agreement within five (5) Business Days after Parent so requests in writing, provided that, unless an Acquisition Proposal shall have been publicly disclosed, Parent may only make such request once every thirty (30) days unless such request arises due to the occurrence of an event described in Section 5.3(e); (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal Proposal, or enter into any other Contract or agreement in principle requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement, including any Acceptable Confidentiality Agreement entered into after the date hereof in accordance with Section 5.3(c)) or (iv) take or fail to take any formal action or make or fail to make any recommendation or public statement in connection with a tender or exchange offer by a Third Party, other than a recommendation against such offer or a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) (it being understood that the Company Board (or a committee thereof) may refrain from taking a position with respect to an Acquisition Proposal until the close of business on the tenth (10 th) Business Day after the commencement of a tender or exchange offer in connection with such Acquisition Proposal without such action being considered a violation of this Section 6.1).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, subject to Section 6.1(b), neither the Company Board of Directors nor any committee thereof shall (ii)(A) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders Proposal (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) adopt, approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board RecommendationOffer. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer within ten business days after commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions.. 49

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made Unless the Company Board Recommendation. Subject has made a Company Adverse Change Recommendation in each case to accordance with Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, unless the Company Board has made a Company Adverse Change Recommendation in accordance with Section 6.1(b), neither the Company Board nor any committee thereof shall (ii)(A) (A) fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw or withhold (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or Recommendation, (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated or (C) adopt, approve, recommend or declare advisable, or resolve, agree or publicly propose to the Company’s stockholders adopt, approve, recommend or declare advisable, any Acquisition Proposal (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer ; or (ivii) adopt, approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal requiringProposal, or that requires, or is reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions.

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents andDocuments, and during the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions.

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, represents that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) ): (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement), or (iii) resolve or agree to take any of the foregoing actions (any action described in the foregoing clauses (i) through (iii) being referred to as a “Company Adverse Change Recommendation”).

Company Board Recommendation. (a) The Company hereby consents to During the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Pre‑Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to makewithdraw, withdraw withhold (or qualify or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), or publicly propose to fail to make, withdraw or withhold (or qualify or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), the Company Board Recommendation or Recommendation, (Bii) approve, recommend recommend, endorse or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend recommend, endorse or declare advisable, or propose to approve, recommend recommend, endorse or declare advisable, or allow the Company to execute or enter into into, any Contract Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement), (iv) fail to include the Company Board Recommendation in the Proxy Statement, (v) fail to reaffirm the Company Board Recommendation within five (5) business days after Parent so requests in writing (it being understood that the Company will not be obligated to reaffirm the Company Board Recommendation on more than one occasion other than in connection with respect an Acquisition Proposal or a material amendment to any Acquisition Proposal) or (vi) fail to recommend against any Acquisition Proposal requiringthat is a tender or exchange offer subject to Rule 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within the ten (10) business days of commencement thereof (within the meaning of Rule 14d-2 under the Exchange Act) or make any other recommendation in connection with any such tender offer, other than a recommendation against such offer or reasonably expected to causethe issuance of a “stop, look and listen” communication by the Company Board (or a committee thereof) to abandonthe Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) (each of the actions set forth in the foregoing clauses (i) through (vi), terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactionsa “Company Adverse Change Recommendation”).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, Except as of the date of otherwise expressly provided in this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period‎Section 5.3, neither the Company Board nor any committee thereof shall (i) (A) fail to makewithdraw, withdraw (amend or modify or qualify in a manner adverse to Parent or Purchaser)Parent, or publicly propose to fail to makewithdraw, withdraw (amend or modify or qualify in a manner adverse to Parent or Purchaser)Parent, the Company Board Recommendation or (B) approve, recommend or declare advisableRecommendation, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the proxy statement, (ii) approve or recommend or propose publicly to approve or recommend, any Acquisition Proposal, (iii) if any tender offer or exchange offer that constitutes an Acquisition Proposal subject to Regulation 14D under the Exchange Act is commenced, recommend in favor of such Acquisition Proposal or fail to publicly reaffirm the Company Board Recommendation in any solicitation or recommendation statement on Schedule 14D-9 when disseminated filed by the Company with the SEC within ten (10) Business Days after the commencement of such Acquisition Proposal, (iv) at any time after receipt or public announcement of an Acquisition Proposal, fail to publicly reaffirm the Company’s stockholders Company Board Recommendation within four (4) Business Days after receipt of written request by the Parent to do so (provided that Parent shall not be permitted to make any such request on more than two (2) occasions in respect of (A) each Acquisition Proposal and (B) each material amendment or material modification of each such Acquisition Proposal) (any action described referred to in clause the foregoing clauses (i) or ), (ii), (iii) and (iv) being referred to as a “Company Adverse Change RecommendationBoard Recommendation Change”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract letter of intent, memorandum of understanding, agreement in principle, term sheet, acquisition agreement, merger agreement or similar agreement (other than an Acceptable Confidentiality AgreementAgreement entered into in the circumstances referred to in ‎‎Section 5.2(c)) with respect (A) constituting or that could reasonably be expected to lead to any Acquisition Proposal requiring, or reasonably expected to cause, the Company (B) requiring it to abandon, terminate, delay terminate or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, consummate the TransactionsMerger and the other transactions contemplated by this Agreement (an “Alternative Transaction Agreement”).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, Except as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to expressly permitted by Section 6.1(b4.2(e), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the Company Board nor any committee thereof shall will: (i) (A) fail to makeinclude in the Joint Proxy Statement the Company Board Recommendation or otherwise fail to make the Company Board Recommendation; (ii) withdraw, withdraw (qualify or modify modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser)Parent, the Company Board Recommendation Recommendation; (iii) take any formal action or make any recommendation or public announcement or filing in response to a tender or exchange offer commenced by any Person(s), other than an express recommendation (Bmade pursuant to Rule 14e-2(a)(1) approve, recommend under the Exchange Act) that the holders of the Common Stock reject such tender or declare advisableexchange offer, or publicly propose a temporary “stop-look-listen” communication by the Company Board (made pursuant to approve, recommend, endorse or declare advisable, any Acquisition Proposal, Rule 14d-9(f) under the Exchange Act); (iiiv) fail to include publicly recommend against a Company Alternative Proposal, or fail to publicly reaffirm the Company Board Recommendation Recommendation, in the Schedule 14D-9 when disseminated each case, within 10 Business Days after any written request of Parent to the Companydo so subsequent to any public announcement by any Person of a Company Alternative Proposal that has not been withdrawn prior to Parent’s stockholders (any action described in clause (i) request; or (iiv) being referred to as a “Company Adverse Change Recommendation”)enter into, (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend adopt or declare advisablerecommend, or resolve or propose publicly to enter into, approve, adopt or recommend any Company Alternative Proposal or declare advisableany letter of intent, agreement-in-principle, expression of interest, term sheet, heads of agreement, merger agreement, acquisition or business combination agreement, asset sale or transfer agreement, restructuring, reorganization or recapitalization agreement, option agreement, joint venture agreement, partnership agreement, or allow the other Contract providing for or relating to a Company to execute or enter into any Contract Alternative Proposal (other than an Acceptable Confidentiality Agreement) with respect (any action in clause (i) through (v) being hereafter referred to any Acquisition Proposal requiringas, or reasonably expected to cause, the a “Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsAdverse Recommendation Change”).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (i) (A) fail to makewithhold, withdraw (withdraw, amend or modify in a manner adverse to Parent, or qualify publicly propose to withhold, withdraw, amend or modify in a manner adverse to Parent or PurchaserMerger Sub, the Company Board’s recommendation to approve the Merger, (ii) approve, endorse or recommend any Acquisition Proposal or Acquisition Transaction or (iii) in the event that a tender or exchange offer for Company Common Stock that constitutes an Acquisition Proposal (whether or not a Superior Proposal) is commenced by a Person unaffiliated with Parent, fail to confirm the Company Board Recommendation within 10 Business Days after a written request from Parent to do so following announcement of such tender or exchange offer (any of the foregoing, a “Recommendation Change”). Notwithstanding the foregoing, at any time prior to the receipt of the Requisite Stockholder Approval, and subject to the Company not knowingly and intentionally materially violating the restrictions set forth in Section 5.1, in the event the Company shall have received an Acquisition Proposal that has not been withdrawn and the Company Board shall have determined in good faith, after taking into consideration the advice of and consultation with its financial advisors, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, the Company Board may (1) effect a Recommendation Change and/or (2) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, if the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Delaware Law; provided, however, that the Company shall not terminate this Agreement pursuant to the foregoing clause (2), and any purported termination pursuant to the foregoing clause (2) shall be void and of no force or publicly propose effect, unless concurrently with such termination the Company pays the Termination Fee payable pursuant to fail Section 7.3; and provided, further, that the Company Board may not effect a Recommendation Change pursuant to make, withdraw the foregoing clause (1) or modify or qualify in a manner adverse terminate this Agreement pursuant to the foregoing clause (2) unless (A) the Company shall have provided prior written notice to Parent and Merger Sub at least two (2) Business Days in advance (the “Notice Period”), of its intention to effect a Recommendation Change or Purchaserterminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, as the case may be, which notice shall specify the material terms and conditions of any such Superior Proposal, if applicable, and shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents to the extent they set forth material terms and conditions of any such Superior Proposal, and (B) prior to effecting such a Recommendation Change or terminating this Agreement to enter into a definitive agreement with respect to such Superior Proposal, the Company shall, and shall cause its financial and legal advisors to, during the Notice Period, negotiate with Parent and Merger Sub in good faith (to the extent Parent and Merger Sub desire to negotiate) to make such adjustments in the terms and conditions of this Agreement as would permit the Company Board not to effect a Recommendation Change or to conclude that such Acquisition Proposal has ceased to constitute a Superior Proposal, as the case may be. In the event that during the Notice Period any revisions are made to the Superior Proposal and the Company Board in its good faith judgment determines such revisions are material (it being agreed that any change in the purchase price in such Superior Proposal shall be deemed a material revision), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose shall be required to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail deliver a new written notice to include Parent and to comply with the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreementrequirements of this Section 5.6(a) with respect to any Acquisition Proposal requiringsuch new written notice, or reasonably expected except that the Notice Period shall be reduced to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions36 hours.

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (ii)(A) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders Takeover Proposal (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”); (ii) fail to publicly reaffirm the Company Board Recommendation within ten (10) Business Days after Parent so requests in writing, provided that, unless a Takeover Proposal shall have been publicly disclosed, Parent may only make such request once every thirty (30) days; (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal Takeover Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement); or (iv) take or fail to take any formal action or make or fail to make any recommendation or public statement in connection with a tender or exchange offer by a third party, other than a recommendation against such offer or a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) (it being understood that the Company Board (or a committee thereof) may refrain from taking a position with respect to a Takeover Proposal until the close of business on the tenth Business Day after the commencement of a tender or exchange offer in connection with such Takeover Proposal without such action being considered a violation of this Section 6.1).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents andDocuments, and during the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, ; (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders stockholders; (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), ; (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer offer; or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions.

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b6.5(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during prior to the Pre-Closing PeriodEffective Time, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), the Company Board Recommendation or Recommendation, (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Company Acquisition Proposal, or (C) resolve, agree or publicly propose to take any such actions, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”)stockholders, (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer within ten (10) Business Days after commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Company Alternative Acquisition Proposal Agreement requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (any action described in clause (i) through (iv) being referred to as a “Company Adverse Change Recommendation”).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the Company Board of Directors nor any committee thereof shall (ii)(A) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), the Company Board Recommendation or (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”)adopt, (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract with respect to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring), or reasonably expected (iii) fail to cause, recommend against acceptance of any tender offer or exchange offer for the Company Common Stock within 10 Business Days after Parent so requests in writing (which request may be made once per applicable Acquisition Proposal, provided that Parent shall be entitled to abandonmake a new request each time there is a publicly disclosed material change in such applicable Acquisition Proposal) (any action described in the foregoing clauses (i) through (iii), terminatea “Company Adverse Recommendation Change”); provided that, delay for the avoidance of doubt, any determination or fail action by the Board of Directors or any committee thereof to consummatethe extent expressly permitted by Section 5.4 or this Section 6.1 shall not be, and shall not be deemed to be, in and of itself a breach or that would otherwise materially impedeviolation of this Section 6.1 and shall not, interfere with or be inconsistent withunless a Company Adverse Recommendation Change has occurred, the Transactionsgive Parent a right to terminate this Agreement pursuant to Section 8.1(d).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as represents that its Board of the date of this Agreement, that the Company BoardDirectors, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (ii)(A) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders Proposal (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”); (ii) fail to publicly reaffirm its recommendation of this Agreement within five (5) Business Days after Parent so requests in writing, provided that, unless an Acquisition Proposal shall have been publicly disclosed, Parent may only make such request once every thirty (30) days unless such request arises due to the occurrence of an event described in Section 5.3(e); (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal Proposal, or enter into any other Contract or agreement in principle requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement, including any Acceptable Confidentiality Agreement entered into after the date hereof in accordance with Section 5.3(c)) or (iv) take or fail to take any formal action or make or fail to make any recommendation or public statement in connection with a tender or exchange offer by a Third Party, other than a recommendation against such offer or a “stop, look and listen” communication by the Company Board (or a committee thereof) to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) (it being understood that the Company Board (or a committee thereof) may refrain from taking a position with respect to an Acquisition Proposal until the close of business on the tenth (10th) Business Day after the commencement of a tender or exchange offer in connection with such Acquisition Proposal without such action being considered a violation of this Section 6.1).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as represents that its Board of the date of this Agreement, that the Company BoardDirectors, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents andDocuments. None of the Company, during the Pre-Closing Period, neither Board of Directors of the Company Board nor or any committee thereof shall (ii)(A) (A) fail to makewithhold, withdraw (withdraw, qualify or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose announce any intention to fail to makewithhold, withdraw (withdraw, qualify or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, or fail to include the Company Board Recommendation in (or remove from) the Schedule 14D-9 or (B) approve, endorse, recommend or declare advisable, or publicly propose or announce any intention to approve, recommendendorse, endorse recommend or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders Proposal (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) adopt, approve, recommend recommend, submit to stockholders or declare advisable, or propose resolve or determine to adopt, approve, recommend recommend, submit to stockholders or declare advisable, or allow the Company any Acquired Corporation to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to constituting any Acquisition Proposal Proposal, or requiring, or reasonably expected likely to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement) (any such Contract, an “Alternative Acquisition Agreement”), except in each case as expressly permitted by Section 6.1(b).

Company Board Recommendation. (a) The Company hereby consents Subject to the provisions described below, RC2’s board of directors agreed to recommend that the stockholders of RC2 accept the Offer, tender their Shares into the Offer and represents, as of approve and adopt the date of this Merger Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion extent required by applicable law. This is referred to as the “Company Recommendation.” RC2 has been advised that all of a description RC2’s directors and executive officers intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer. Except as otherwise permitted by the Merger Agreement, RC2 agreed that neither RC2 nor RC2’s board of the Company Board Recommendation directors will: • withdraw, modify or qualify in the Offer Documents andany manner adverse to Parent or Purchaser, during the Pre-Closing Periodor resolve to or publicly propose to withdraw, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) otherwise take any action or make any statement in connection with the transactions contemplated by the Merger Agreement that is inconsistent with the Company Recommendation; • approve, recommend endorse or declare advisablerecommend, or resolve to or publicly propose to approve, recommend, endorse or declare advisablerecommend, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) ; or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer • adopt or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisablerecommend, or publicly propose to approve, recommend adopt or declare advisablerecommend, or allow the Company RC2 or any its subsidiaries to execute or enter into, any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal. The actions described in the first and second bullet points above are referred to in the Merger Agreement as a “Change of Recommendation.” 32 Table of Contents Notwithstanding the restrictions set forth above, RC2’s board of directors may, prior to Purchaser’s acceptance for payment of shares pursuant to and subject to the conditions of the Offer: • in response to information obtained after the date of the Merger Agreement and that was not reasonably capable of being known by RC2’s board of directors as of the date of the Merger Agreement, make a Change of Recommendation if RC2’s board of directors determines in good faith, after consultation with RC2’s outside legal counsel, that the failure of RC2’s board of directors to effect a Change of Recommendation would be reasonably likely to be inconsistent with the directors’ fiduciary duties to RC2’s stockholders under applicable law; or • in response to a Superior Proposal received by RC2 after the date of the Merger Agreement, cause RC2 to terminate the Merger Agreement pursuant to the terms of the Merger Agreement and concurrently with such termination cause RC2 to enter into any Contract (other than an Acceptable Confidentiality Agreement) a definitive agreement with respect to such Superior Proposal, if: • RC2 satisfies its obligation under the Merger Agreement to pay a Termination Fee (as defined below); • the Superior Proposal is not attributable to a breach of the no-solicitation provisions of the Merger Agreement; and • the board of directors of RC2 determines in good faith, after consultation with RC2’s outside legal counsel, that the failure to take such actions would be reasonably likely to be inconsistent with the directors’ fiduciary duties to RC2’s stockholders under applicable Law. However, RC2 cannot effect a Change of Recommendation or exercise its right to terminate the Merger Agreement in the manner described above until after the fourth business day following Xxxxxx’s receipt of written notice from RC2 advising Parent that RC2’s board of directors intends to make a Change of Recommendation or terminate the Merger Agreement, and during such period negotiates in good faith with Parent as described in the next paragraph. Such notice and any Acquisition Proposal requiringresolution or determination of RC2’s board of directors to give such notice or negotiations with Parent relating thereto as provided below will not be deemed to constitute a Change of Recommendation. The notice must specify the reasons for RC2’s actions, or reasonably expected to causeincluding, if the basis of the proposed action by the RC2 board of directors is a Superior Proposal, the Company terms and conditions of any Superior Proposal and a copy of the proposed transaction agreement for any such Superior Proposal in the form to abandonbe entered into. In the event of an amendment to the financial terms or other material terms of such Superior Proposal, terminateRC2’s board of directors will not be entitled to exercise its right to terminate based on such Superior Proposal, delay as so amended, until after the second full business day following Xxxxxx’s receipt of a new notice from RC2 with respect to such Superior Proposal as so amended. In determining whether to terminate the Merger Agreement in response to a Superior Proposal or fail to consummatemake a Change of Recommendation, RC2 must cause RC2’s financial adviser and legal counsel to negotiate in good faith with Parent regarding any proposals of Parent to amend the terms of the Merger Agreement and will not make a Change of Recommendation or terminate the Merger Agreement unless, prior to the effectiveness of such Change of Recommendation or termination, RC2’s board of directors, after considering the results of any such negotiations and any revised proposals made by Xxxxxx, concludes that would otherwise materially impede, interfere with or it continues to meet the requirements to make a Change of Recommendation and/or that the Superior Proposal giving rise to the notice described above continues to be inconsistent with, a Superior Proposal and that it continues to meet the Transactionsrequirements to terminate the Merger Agreement described above.

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) (1) fail to make, withhold, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), or publicly propose to fail to make, withhold, withdraw (or modify or qualify in a manner adverse to Parent or PurchaserMerger Sub), the Company Board Recommendation, (2) fail to include the Company Board Recommendation in the Proxy Statement, or (B3) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (iiB) if any tender offer or exchange offer is commenced for equity securities of the Company, fail to include recommend against such tender offer or exchange offer by the earlier of (1) the 10th business day after the commencement of such tender or exchange offer or (2) the 3rd business day prior to the Company Stockholders Meeting, (C) following the public disclosure of an Acquisition Proposal, fail to publicly reaffirm the Company Board Recommendation within five (5) business days after Parent so requests in writing (it being understood that the Schedule 14D-9 when disseminated Company shall not be required by this Section 5.1(a) to make more than one such reaffirmation with respect to any particular Acquisition Proposal), or (D) resolve or agree to do any of the Company’s stockholders foregoing (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (including any letter of intent, memorandum of understanding or agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other than an Acceptable Confidentiality Agreementsimilar definitive agreement) with respect relating to any Acquisition Proposal requiringor requiring the Company to abandon or terminate the Transactions (an “Alternative Acquisition Agreement”), or reasonably expected to cause, cause the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (ii)(A) (A) fail to makewithdraw, withdraw (or modify withhold, amend or qualify or modify, in each case, in a manner adverse to Parent or Purchaser)Merger Sub, or publicly propose to fail to makewithdraw, withdraw (or modify withhold, amend or qualify or modify, in each case, in a manner adverse to Parent or Purchaser)Merger Sub, the Company Board Recommendation or Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement, (C) fail to publicly reaffirm the Company Board Recommendation within ten (10) business day after Parent so requests in writing (it being understood that the Parent shall only be entitled to make up to two (2) such reaffirmation requests), (D) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse recommend or declare advisable, any Acquisition ProposalProposal or (E) if any tender offer or exchange offer is commenced for equity securities of the Company, (ii) fail to include recommend against such tender offer or exchange offer by the earlier of (1) the tenth (10th) business day after the commencement of such tender offer or exchange offer and (2) the third (3rd) business day prior to the Company Board Recommendation in Stockholders Meeting other than a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Schedule 14D-9 when disseminated to the Company’s stockholders Exchange Act (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents andDocuments. Subject to Section 6.1(b), during the Pre-Closing Period, neither the Company Board nor any committee thereof shall of the Company Board shall: (i) (A) fail to makewithdraw, withdraw (or qualify, modify or qualify in a manner adverse to Parent or Purchaser)amend, or publicly propose to fail to makewithdraw, withdraw (or qualify, modify or qualify in a manner adverse to Parent or Purchaser)amend, the Company Board Recommendation or Recommendation, (B) approve, endorse, recommend or declare advisable, or publicly propose to approve, recommendendorse, endorse recommend or declare advisable, any Acquisition Proposal, or (iiC) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated or, if any Acquisition Proposal has been made public or the Company Board has made a disclosure to the Company’s stockholders of the Company pursuant to Section 5.3(d), fail to reaffirm the Company Board Recommendation upon request of Parent within the earlier of three (3) business days prior to the then-scheduled Expiration Date or ten (10) business days after Parent requests in writing such reaffirmation with respect to such Acquisition Proposal (provided, however, that Parent may make such request only once with respect to such Acquisition Proposal unless (1) such Acquisition Proposal is subsequently publicly modified in any material respect, or (2) the Company subsequently makes a disclosure pursuant to Section 5.3(d) with respect to such Acquisition Proposal, in which case Parent may make such request once each time such modification or disclosure is made) (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer ; or (ivii) approve, endorse, recommend or declare advisable, or propose to approve, endorse, recommend or declare advisable, or allow the Company to execute or enter into any Contract with respect to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsAgreement entered into as contemplated by Section 5.3(b)).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, subject to Section 6.1(b), neither the Company Board of Directors nor any committee thereof shall (ii)(A) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) adopt, approve, recommend or declare advisable, or resolve, agree or publicly propose to adopt, approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders Proposal (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) adopt, approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, represents that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during Documents. During the Pre-Closing Period, subject to Section 6.1(b), neither the Company Board nor any committee thereof shall (ii)(A) (A) fail to makewithhold, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to makewithhold, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or Recommendation, (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse recommend or declare advisable, any Acquisition Proposal, (iiC) make any public recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Company Board pursuant to Rule 14d-9(f) of the Exchange Act, or (D) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in this clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (ivii) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to or that could reasonably be expected to lead to any Acquisition Proposal or any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, materially delay or fail to consummate, or that would otherwise be reasonably likely to materially impede, interfere with or be inconsistent with, the TransactionsTransactions (other than an Acceptable Confidentiality Agreement).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (i) (A) fail to makewithhold, withdraw (withdraw, amend, qualify or modify or qualify in a manner adverse to Parent or Purchaser)Parent, or publicly propose to fail to makewithhold, withdraw (withdraw, amend, qualify or modify or qualify in Table of Contents a manner adverse to Parent or Purchaser)Parent, the Company Board Recommendation or Recommendation, (Bii) approve, recommend endorse or declare advisablerecommend, or publicly propose to approve, endorse or recommend, endorse or declare advisable, any an Acquisition Proposal, (iiiii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”)Proxy Statement, (iiiiv) publicly make any recommendation in connection with if a tender offer or exchange offer (other than the Offer) other than a recommendation that constitutes an Acquisition Proposal is commenced, fail to publicly recommend against acceptance of such tender offer or exchange offer by the Company Stockholders (ivincluding, for these purposes, by disclosing that it is taking no position with respect to the acceptance of such tender offer or exchange offer by the Company Stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer; provided that a customary “stop, look and listen” communication by the Company Board pursuant to Rule 14d–9(f) approve, recommend under the Exchange Act or declare advisablea statement that the Company Board has received and is currently evaluating such Acquisition Proposal shall not be prohibited or be deemed to be a Company Board Recommendation Change) within ten (10) Business Days after the commencement thereof or such fewer number of days as remain prior to the Company Stockholder Meeting, or propose (v) fail to approve, recommend or declare advisable, or allow publicly reaffirm the Company to execute Board Recommendation following any Acquisition Proposal having been publicly made, proposed or enter into any Contract communicated (other and not publicly withdrawn) within ten (10) Business Days after Parent so requests in writing; provided that Parent may not make such request more than an Acceptable Confidentiality Agreement) one time with respect to any Acquisition Proposal requiring, or reasonably expected to cause, unless there shall have been an additional public announcement by the Company with respect to abandonsuch Acquisition Proposal (each of clauses (i), terminate(ii), delay or fail to consummate(iii), or that would otherwise materially impede(iv) and (v), interfere with or be inconsistent with, the Transactionsa “Company Board Recommendation Change”).