Common use of Company Board Recommendation Clause in Contracts

Company Board Recommendation. (a) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) if a tender offer or exchange offer for the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days or (D) if any Acquisition Proposal has been made public, fail to publicly 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 such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).

Company Board Recommendation. (a) Subject to Section 7.1(b6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer 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) withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) approve, adopt, approveendorse, recommend or declare advisable, or publicly propose to approve, adopt, approveendorse, recommend or declare advisable, any Acquisition Proposal, (C) after the 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), (D) following the commencement of a tender offer or exchange offer for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to publicly reaffirm the Company Board Recommendation and recommend against acceptance of that the Company’s stockholders reject such tender offer or exchange offer within ten (10) Business Days 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), (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, or (DF) if any Acquisition Proposal has been made public, fail to publicly reaffirm the Company Board Recommendation upon request of Parent within the earlier of three five (35) Business Days prior to the then scheduled Expiration Date or ten (10) Business Days business days after Parent so requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, writing (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).a

Company Board Recommendation. (a) Subject to Section 7.1(b6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer 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) withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) after receipt or 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), (D) following the commencement of a tender offer or exchange offer for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend against acceptance that the Company’s stockholders reject such tender offer or exchange offer within three (3) business days after the commencement of such tender offer or exchange offer within ten pursuant to Rule 14d-9(f) under the Exchange Act (10or, if earlier, by the close of business on the business day immediately preceding the scheduled date of the Offer Acceptance Time) Business Days or (DE) if any Acquisition Proposal has been made public, fail to publicly reaffirm include the Company Board Recommendation upon request of Parent within in the earlier of three (3) Business Days prior Schedule 14D-9 when disseminated to the then scheduled Expiration Date or ten (10) Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, Company’s stockholders (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or cause or allow any Acquired the Company to execute or enter into any Contract (A) 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 (B) requiring, or that would reasonably expect expected to cause, the Company to abandon, materially delayterminate, terminate delay or fail to consummate consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).

Company Board Recommendation. (a) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) if a tender offer or exchange offer for the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days or (D) if any Acquisition Proposal has been made public, fail to publicly 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 are Parent requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified 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 to Section 7.1(b6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, subject to Section 6.1(b), neither the Company Board nor any committee thereof shall (i) (A) withdraw or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)) or fail to include in the Schedule 14D-9 when disseminated to the Company Stockholders, or publicly propose to withdraw or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adopt, approve, recommend or recommend, declare advisable, submit to the Company Stockholders or make any recommendation other than a rejection of, or publicly propose to adopt, approve, recommend or recommend, declare advisable, submit to the Company Stockholders or make any recommendation other than a rejection of, any Acquisition Proposal, (C) if fail to publicly reaffirm the Company Board Recommendation within ten business days after Parent so requests in writing, provided, that Parent may only make such request once every 30 days unless there has been a publicly disclosed change regarding an Acquisition Proposal or (D) in the case of a tender offer or exchange offer for the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 subject to Regulation 14D under the Exchange Act), fail the Company Board fails to recommend against acceptance recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, rejection of such tender offer or exchange offer within ten (10) Business Days business days of the commencement of such tender offer or (D) if any Acquisition Proposal has been made public, fail to publicly 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 such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, exchange offer (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired the Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal Proposal, or (B) requiring, or that would reasonably expect expected to cause, the Company to abandon, terminate, materially delay, terminate delay or fail to consummate consummate, or that would otherwise reasonably be expected to materially impede, interfere with or be inconsistent with, the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”Agreement in accordance with Section 5.3(c)).

Company Board Recommendation. (a) Subject to Section 7.1(b6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer 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) withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or PurchaserMerger Sub), or publicly propose to withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or PurchaserMerger Sub), the Company Board Recommendation, (B) approve, adopt, approveendorse, recommend or declare advisable, or publicly propose to approve, adopt, approveendorse, recommend or declare advisable, any Acquisition Proposal, (C) 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), (D) following the commencement of a tender offer or exchange offer for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend against acceptance of that the Company’s shareholders 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) 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 (DF) if any Acquisition Proposal has been made public, fail to publicly reaffirm include the Company Board Recommendation upon request of Parent within in the earlier of three (3) Business Days prior Schedule 14D-9 when filed with the SEC or disseminated to the then scheduled Expiration Date Company’s shareholders (any action or ten (10) Business Days after Parent requests such reaffirmation with respect failure to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (take any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) approve, adopt, approveendorse, recommend or declare advisable, or propose to approve, adopt, approveendorse, recommend or declare advisable, enter into or allow any Acquired the Company to execute or enter into any letter of intent, agreement in principle, acquisition agreement or other Contract (A) with respect to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal Proposal, or (B) requiring, or that would reasonably expect expected to cause, the Company to abandon, materially delayterminate, terminate delay or fail to consummate consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”Agreement entered into in compliance with Section 5.3(c)).

Company Board Recommendation. (a) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (iv) (A) withdraw withhold, withdraw, qualify, amend or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)Acquisition Sub, or publicly propose to withdraw withhold, withdraw, qualify, amend or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)Acquisition Sub, the Company Board Recommendation, or fail to include the Company Board Recommendation in the Schedule 14D-9, (Bw) adopt, approve, recommend endorse or declare advisablerecommend, or publicly propose to adopt, approve, recommend endorse or declare advisablerecommend, any an Acquisition Proposal, (Cx) if a fail to recommend against acceptance of any third party tender offer or exchange offer for the shares of Company Common Capital Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days after commencement of such offer, (y) approve or (D) if any Acquisition Proposal has been made publicrecommend, fail or publicly propose to publicly reaffirm approve or recommend, or cause or permit the Company Board Recommendation upon request or any Subsidiary of Parent within the earlier Company to execute, or enter into, any agreement, arrangement or understanding, including any letter of three (3) Business Days prior to the then scheduled Expiration Date intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or ten (10) Business Days after Parent requests such reaffirmation other similar agreement with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such an Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality AgreementAgreement pursuant to Section 5.2) or (z) resolve to take any action described in the foregoing clauses (v) through (y) (each of clauses (v) through (z), a “Specified AgreementCompany Board Recommendation Change”).; provided, however, that a “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act, or any substantially similar communication, shall not be deemed to be a Company Board Recommendation Change. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to the Acceptance Time, the Company Board may effect a Company Board Recommendation Change if the Company Board shall have determined in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties, if and only if:

Company Board Recommendation. (a) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (i) (A) withdraw withhold, withdraw, qualify, amend or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)in any material respect, or publicly propose to withdraw AGREEMENT AND PLAN OF MERGER withhold, withdraw, qualify, amend or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)in any material respect, the Company Board RecommendationRecommendation (a “Company Board Recommendation Change”); provided, however, that a “stop, look and listen” communication by the Company Board (Bor any committee thereof) adopt, approve, recommend or declare advisableto the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act, or publicly propose any substantially similar communication, shall not be deemed to adoptbe a Company Board Recommendation Change. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, approveat any time prior to the Acceptance Time, recommend the Company Board (or declare advisableany committee thereof) may effect a Company Board Recommendation Change if, any in response to events, facts or circumstances other than an Acquisition Proposal or Superior Proposal, (Ci) the Company Board (or any committee thereof) determines in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation Change would reasonably be expected to result in a breach of its fiduciary duties to the Company Stockholders under applicable Law; (ii) the Company has notified Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons for such Company Board Recommendation Change (a “Recommendation Change Notice”) (it being agreed that the Recommendation Change Notice and any amendment or update to such notice and the determination to so deliver such notice, or update or amend public disclosures with respect thereto shall not, in and of itself, constitute a Company Board Recommendation Change for purposes of this Agreement); (iii) if a tender offer or exchange offer for requested by Parent, the Company Common Stock that constitutes an Acquisition Proposal is commenced (within shall have made its Representatives available to discuss with Parent’s Representatives any proposed modifications to the meaning terms and conditions of Rule 14d-2 under this Agreement during the Exchange Act), fail period beginning at 5:00 p.m. Pacific Time on the day of delivery by the Company to recommend against acceptance Parent of such tender offer or exchange offer within ten Recommendation Change Notice and ending four (104) Business Days later at 5:00 p.m. Pacific Time (it being understood that any amendment or update of such Recommendation Change Notice shall be considered a new Recommendation Change Notice and shall start a new four (D4) if any Acquisition Proposal has been made public, fail to publicly reaffirm Business Day period); and (iv) the Company Board (or any committee thereof) shall have determined in good faith (after consultation with outside legal counsel), after considering the terms of any proposed amendment or modification to this Agreement, that the failure to effect a Company Board Recommendation upon request Change would continue to reasonably be expected to result in a breach of Parent within the earlier of three (3) Business Days prior its fiduciary duties to the then scheduled Expiration Date or ten (10) Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”)Stockholders.

Company Board Recommendation. (a) Subject to Section 7.1(b6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, subject to Section 6.1(b), neither the Company Board of Directors nor any committee thereof shall (i) (Ai)(A) withdraw or withhold (or modify, change modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify, change modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) 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 four or two business day periods, as applicable, following the giving of a Determination Notice, (D) following the commencement of a tender offer or exchange offer for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to publicly affirm the Company Board Recommendation and recommend against acceptance 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 within ten pursuant to Rule 14d-9(f) promulgated under the Exchange Act (10or, if earlier, by the close of business on the business day immediately preceding the scheduled date of the Offer Acceptance Time) Business Days or (DE) if any Acquisition Proposal has been made public, fail to publicly reaffirm include the Company Board Recommendation upon request of Parent within in the earlier of three (3) Business Days prior Schedule 14D-9 when filed with the SEC or disseminated to the then scheduled Expiration Date or ten (10) Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, Company’s stockholders (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or cause or allow any Acquired the Company to execute or enter into any Contract (A) 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 (B) requiring, or that would reasonably expect expected to cause, the Company to abandon, materially delayterminate, terminate delay or fail to consummate consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).

Company Board Recommendation. (a) Subject to Section 7.1(b6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (Ai)(A) withdraw or withhold (or modify, change or qualify modify in a manner adverse to Parent or PurchaserMerger Sub), or publicly propose to withdraw or withhold (or modify, change or qualify modify in a manner adverse to Parent or PurchaserMerger Sub), the Company Board Recommendation, Recommendation or (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) if a tender offer or exchange offer for the Company Common Stock that constitutes an Acquisition Takeover Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days or (D) if any Acquisition Proposal has been made public, fail to publicly 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 such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or ); (ii) adoptfail to publicly reaffirm its recommendation of this Agreement within ten Business Days after Parent so requests in writing, provided that, unless a Takeover Proposal will have been publicly disclosed, Parent may only make such request once every thirty (30) days; (iii) approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired the Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal Takeover Proposal, or (B) requiring, or that would reasonably expect expected to cause, the Company to abandon, materially delayterminate, terminate delay or fail to consummate consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (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 “Specified Agreement”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) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (i) (A) withdraw withhold, withdraw, amend or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)Parent, or publicly propose to withdraw withhold, withdraw, amend or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)Parent, the Company Board Recommendation, (Bii) adopt, approve, approve or recommend or declare advisable, or publicly propose to adopt, approve, approve or recommend (publicly or declare advisable, any otherwise) an Acquisition Proposal, (Ciii) if a tender offer or exchange offer for after the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning receipt of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days or (D) if any Acquisition Proposal has been made publicProposal, fail to publicly 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 so requests such reaffirmation with respect in writing or (iv) fail to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified include the Company Board Recommendation in which case Parent may make such request once each time such material modification is made, the Proxy Statement (any action described in this clause clauses (i) being referred to as through (iv) a “Company Adverse Change RecommendationBoard Recommendation Change”); provided, however, that a “stop, look and listen” communication by the Company Board to the Company Stockholders pursuant to Rule 14d-9(f) or (ii) adopt, approve, recommend or declare advisableof the Exchange Act, or propose any substantially similar communication, shall not be deemed to adoptbe a Company Board Recommendation Change. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (including the provisions of Section 6.1), approve, recommend or declare advisable, enter into or allow at any Acquired Company time prior to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to causethe receipt of the Requisite Stockholder Approval, the Company Board may effect a Company Board Recommendation Change if the Company Board shall have determined in good faith (after reasonable consultation with outside legal counsel) that the failure to abandon, materially delay, terminate or fail effect a Company Board Recommendation Change would reasonably be expected to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (be a “Specified Agreement”)breach of its fiduciary duties under applicable Law. The Company shall provide Parent and Merger Sub with prompt written notice of any Company Board Recommendation Change.

Company Board Recommendation. (a) Subject to Except as expressly provided in this Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period6.3, neither the Company Board nor any committee thereof shall (i) (A) withdraw withhold, withdraw, amend, qualify or withhold (or modify, change or qualify modify in a any manner adverse to Parent or Purchaser)Acquisition Sub, or publicly propose to withdraw withhold, withdraw, amend, qualify or withhold (or modify, change or qualify modify in a any manner adverse to Parent or Purchaser)Acquisition Sub, the Company Board Recommendation, (Bii) adopt, approve, approve or recommend or declare advisable, or publicly propose to adopt, approve, approve or recommend or declare advisable, any an Acquisition Proposal, (Ciii) if a tender offer or exchange offer for the Company Common Stock that constitutes an (A) fail to publicly recommend against any Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days after Parent so requests in writing or (DB) if any Acquisition Proposal has been made public, fail to publicly reaffirm the Company Board Recommendation upon request of Parent within the earlier of three five (35) Business Days prior after Parent so reasonably requests in writing; provided, that Parent may only make two (2) such requests in any given fifteen (15) Business Day period; (iv) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the then scheduled Expiration Date or Exchange Act within ten (10) Business Days after Parent requests such reaffirmation with respect to the commencement of such Acquisition Proposal; provided, that(v) fail to include the Company Board Recommendation in the Schedule 14D-9 or the Proxy Statement, Parent may make such request only once with respect if applicable, or (vi) enter into any letter of intent, memorandum of understanding or similar document or Contract relating to such any Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified (other than any Acceptable Confidentiality Agreement entered into in which case Parent may make such request once each time such material modification is made, accordance with Section 6.2(c)) (any action described in this clause clauses (i) being referred to as through (vi), a “Company Adverse Board Recommendation Change”); provided, however that a “stop, look and listen” communication by the Company Board (or any committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act, or any substantially similar communications, shall not be deemed to be a Company Board Recommendation Change. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to the Effective Time, the Company Board (or any committee thereof) may effect a Company Board Recommendation Change Recommendation”if, at any time prior to the receipt of the Stockholder Approval, (i) the Company Board (or any authorized committee thereof) shall have determined in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Laws (ii) adoptthe Company has notified Parent in writing (a “Recommendation Change Notice”) at least five (5) Business Days in advance (the “Notice Period”), approvethat it intends to effect a Company Board Recommendation Change, recommend describing in reasonable detail the reasons for such Company Board Recommendation Change and, in the case of any Acquisition Proposal, the identity of the Person or declare advisablegroup of Persons making the Superior Proposal, and the material terms thereof (it being agreed that the Recommendation Change Notice and any amendment or update to such notice and the determination to so deliver such notice, or propose to adopt, approve, recommend update or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) amend public disclosures with respect to any Acquisition Proposal or thereto shall not constitute a Company Board Recommendation Change for purposes of this Agreement); (Biii) requiring, or that would reasonably expect to causeif requested by Parent, the Company shall and shall direct its Representatives to, during the Notice Period, negotiate with Parent and Parent’s Representatives in good faith (to abandonthe extent Parent desires to negotiate) to make adjustments in the terms and conditions of this Agreement; and (iv) the Company Board (or any committee thereof) shall have determined in good faith (after consultation with outside legal counsel), materially delayafter considering the terms of any proposed amendment or modification to this Agreement, terminate or fail that the failure to consummate effect a Company Board Recommendation Change would still be inconsistent with the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”)directors’ fiduciary duties under applicable Laws.

Company Board Recommendation. (a) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (i) (A) withdraw or withhold (or modifywithhold, change withdraw, amend, modify or qualify in a manner adverse to Parent or Purchaser)Acquisition Sub, or publicly propose to withdraw or withhold (or modifywithhold, change withdraw, amend, modify or qualify in a manner adverse to Parent or Purchaser)Acquisition Sub, the Company Board RecommendationRecommendation (a “Company Board Recommendation Change“); provided, (B) adopthowever, approvethat a “stop, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) if a tender offer or exchange offer for look and listen” communication by the Company Common Stock that constitutes an Acquisition Proposal is commenced Board (within or any committee thereof) to the meaning Company Stockholders pursuant to Rule 14d-9(f) of Rule 14d-2 under the Exchange Act), fail or any substantially similar communication, shall not be deemed to recommend against acceptance of such tender offer be a Company Board Recommendation Change. Notwithstanding the foregoing or exchange offer within ten (10) Business Days or (D) if anything to the contrary set forth in this Agreement at any Acquisition Proposal has been made publictime prior to the Effective Time, fail to publicly reaffirm the Company Board (or any committee thereof) may effect a Company Board Recommendation upon request of Change if, (i) the Company Board (or any committee thereof) determines in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law; and (ii) prior to effecting a Company Board Recommendation Change, (A) the Company has first notified Parent within the earlier of in writing at least three (3) Business Days prior in advance that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons for such Company Board Recommendation Change (a “Recommendation Change Notice“) (it being agreed that the Recommendation Change Notice and any amendment or update to such notice and the determination to so deliver such notice, or update or amend public disclosures with respect thereto shall not constitute a Company Board Recommendation Change for purposes of this Agreement); (B) if requested by Parent, the Company shall have made its Representatives available to discuss with Parent’s Representatives any proposed modifications to the then scheduled Expiration Date or ten terms and conditions of this Agreement and shall cause its Representatives to negotiate in good faith with Parent’s Representatives (10if Parent desires to negotiate) any proposed modifications to the terms and conditions of this Agreement during the period beginning at 5:00 p.m. Central Time on the day of delivery by the Company to Parent of such Recommendation Change Notice and ending at 5:00 p.m. Central Time on the third (3rd) Business Days Day after the day of delivery by the Company to Parent requests such reaffirmation of the Recommendation Change Notice (the “Match Period“); and (C) the Company Board (or any committee thereof) shall have determined in good faith (after consultation with outside legal counsel), after considering the terms of any proposed amendment or modification to this Agreement, that the failure to effect a Company Board Recommendation Change would still reasonably be expected to be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law; provided that in the event of any material change during the Match Period to any of the facts that is the basis of the proposed Company Board Recommendation Change, including any material revisions to an Acquisition Proposal, the Company shall be required to deliver a new Recommendation Change Notice to Parent and to comply with the requirements of this Section 6.3 (including Section 6.3(a)) with respect to such Acquisition Proposal; providednew Recommendation Change Notice and the reasons therefor, that, Parent may make and a new Match Period shall commence upon the delivery of such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred to as a “Company Adverse new Recommendation Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”)Notice.

Company Board Recommendation. (a) Subject to Except as provided in Section 7.1(b5.02(f), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (ii)(A) (A) withhold or withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adoptmodify, approvequalify or amend the Company Board Recommendation in a manner adverse to Parent, recommend or declare advisable(C) fail to include the Company Board Recommendation in the Proxy Statement, (D) approve or publicly propose to adopt, approve, endorse or recommend or declare advisable, any Acquisition Proposal, (C) if or refrain from recommending against any Acquisition Proposal that is a tender offer or exchange offer for offer, within ten (10) business days after the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance commencement of such tender offer or exchange offer within ten (10) Business Days pursuant to Rule 14d-2 under the Exchange Act, or (DE) if any Acquisition Proposal has been made public, fail to publicly 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 business days after receipt of a written request by Parent requests to make such public reaffirmation with respect to such following the receipt by the Company of a public Acquisition ProposalProposal (other than in the case of an Acquisition Proposal in the form of a tender offer or exchange offer covered by clause (D)) that has not been withdrawn; provided, that, that Parent may make any such request only once with respect in any ten (10) business day period and only once for each such public Acquisition Proposal and once for each public material amendment to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred to as an “Adverse Recommendation Change”, it being understood that a customary “Company stop, look or listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not be prohibited and shall not, in and of itself, constitute an Adverse Change Recommendation”Recommendation Change) or (ii) adoptauthorize, approve, recommend cause or declare advisable, permit the Company or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company of its Subsidiaries to execute or enter into any Contract (A) with respect letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, amalgamation agreement or other similar agreement related to any Acquisition Proposal or (B) requiringProposal, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an any Acceptable Confidentiality AgreementAgreement pursuant to Section 5.02(a) (each, a “Specified Company Acquisition Agreement”).

Company Board Recommendation. (a) Subject to Section 7.1(b6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer 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) withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) approve, adopt, approveendorse, recommend or declare advisable, or publicly propose to approve, adopt, approveendorse, recommend or declare advisable, any Acquisition Proposal, (C) after the 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), which request may be made once per applicable Acquisition Proposal, provided that Parent shall be entitled to make a new request each time there is a publicly disclosed material change in such applicable Acquisition Proposal, (D) following the commencement of a tender offer or exchange offer for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to publicly affirm the Company Board Recommendation and recommend against acceptance of that the Company’s stockholders reject such tender offer or exchange offer within ten (10) Business Days business days after the commencement of such tender offer or exchange offer pursuant to Rule 14e-2(a) 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), (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, or (F) other than under the circumstances addressed in the preceding subclauses (C) and (D) if any Acquisition Proposal has been made public), fail to publicly reaffirm the Company Board Recommendation upon request of within five (5) business days after Parent within so requests in writing (it being understood that the earlier of Company will have no obligation to make such reaffirmation on more than three (3) Business Days prior to the then scheduled Expiration Date or ten (10occasions) Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred to as a “Company Adverse Change RecommendationRecommendation Change”) ), or (ii) approve, adopt, approveendorse, recommend or declare advisable, or propose to approve, adopt, approveendorse, recommend or declare advisable, enter into or allow any Acquired the Company to execute or enter into any letter of intent, agreement in principle, acquisition agreement or other Contract (A) with respect to any Acquisition Proposal or (B) requiringto, or that is intended to or would reasonably expect be expected to lead to, any Acquisition Proposal, or Contract that would require, or would reasonably be expected to cause, the Company to abandon, materially delayterminate, terminate delay or fail to consummate consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).

Company Board Recommendation. (a) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (Ai)(A) withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) if a tender offer or exchange offer for the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days or (D) if any Acquisition Proposal has been made public, fail to publicly 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) 10 Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposal; Proposal (provided, thathowever, that Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially publicly modified in any material respect in which case Parent may make such request once each time such material modification is made, ) (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow the Company or any other Acquired Company Corporation to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that which would reasonably expect be expected to cause, the Company to abandon, materially delayterminate, terminate delay or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).

Company Board Recommendation. (a) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (i) (A) withdraw withhold, withdraw, amend or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)Parent, or publicly propose to withdraw withhold, withdraw, amend or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)Parent, the Company Board RecommendationRecommendation (a “Company Board Recommendation Change”); provided, however, that a “stop, look and listen” communication by the Company Board (or any committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act, or any substantially similar communication, shall not in and of itself be deemed to be a Company Board Recommendation Change. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to the Offer Closing, the Company Board (or any committee thereof) may effect a Company Board Recommendation Change if, (Bi) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (Cx) if a tender offer or exchange offer for the Company Common Stock that constitutes Board (or any committee thereof) receives an Acquisition Proposal is commenced (within the meaning not resulting from any breach of Rule 14d-2 under the Exchange Act)Section 6.2 that it determines in good faith, fail to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days or (D) if any Acquisition after consultation with its independent financial advisor and outside legal counsel, constitutes a Superior Proposal has been made public, fail to publicly reaffirm and the Company Board (or any committee thereof) determines in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation upon request Change would reasonably be expected to be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law or (y) an Intervening Event occurs and as a result thereof the Company Board (or any committee thereof) determines in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law; (ii) the Company has notified Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons for such Company Board Recommendation Change (a “Recommendation Change Notice”) (it being agreed that the Recommendation Change Notice and any amendment or update to such notice and the determination to so deliver such notice, or update or amend public disclosures with respect thereto shall not constitute a Company Board Recommendation Change for purposes of this Agreement) and, if applicable, has provided Parent within a summary of any Superior Proposal and terms and conditions thereof (and a copy of any definitive agreements related thereto); (iii) the earlier Company shall have discussed and negotiated in good faith, and shall have made its Representatives available to discuss and negotiate in good faith, with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to make such Company Board Recommendation Change would no longer reasonably be expected to be inconsistent with the Company Board’s fiduciary duties (and, if applicable, such Superior Proposal ceases to constitute a Superior Proposal) during the period beginning at 5:00 p.m. Eastern Time on the day of delivery by the Company to Parent of such Recommendation Change Notice and ending three (3) Business Days prior later at 5:00 p.m. Eastern Time (it being understood and agreed that any amendment to the then scheduled Expiration Date any material term or ten condition of any Superior Proposal shall require a new Recommendation Change Notice and a new three (103) Business Days after Parent requests such reaffirmation with respect to such Acquisition ProposalDay period); provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, and (any action described in this clause (iiv) being referred to as a “Company Adverse no earlier than the end of the three Business Day period following receipt of the Recommendation Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to causeNotice, the Company Board (or any committee thereof) shall have determined in good faith (after consultation with outside legal counsel), after considering the terms of any proposed amendment or modification to abandonthis Agreement, materially delaythat the failure to effect a Company Board Recommendation Change would still reasonably be expected to be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law and, terminate if applicable, the Company Board (or fail any committee thereof) determines in good faith, after consultation with its independent financial advisor and outside legal counsel, after considering the terms of any proposed amendment or modification to consummate this Agreement, the Transactions (other than an Acceptable Confidentiality Agreement) (Acquisition Proposal that is subject of the Recommendation Change Notice continues to constitute a “Specified Agreement”)Superior Proposal.

Company Board Recommendation. (a) Subject to Section 7.1(b6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, subject to Section 6.1(b), neither the Company Board of Directors nor any committee thereof shall (ii)(1) (A) withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B2) approve, adopt, approveendorse, Table of Contents recommend or declare advisable, or publicly propose to approve, adopt, approveendorse, recommend or declare advisable, any Acquisition Proposal, (C3) 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), (4) following the commencement of a tender offer or exchange offer for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend against acceptance of that the Company’s stockholders reject such tender offer or exchange offer within ten (10) Business Days 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 (D5) if any Acquisition Proposal has been made public, fail to publicly reaffirm include the Company Board Recommendation upon request of Parent within in the earlier of three (3) Business Days prior Schedule 14D-9 when filed with the SEC or disseminated to the then scheduled Expiration Date or ten (10) Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, Company’s stockholders (any action or failure to take action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) ), or (ii) approve, adopt, approveendorse, recommend or declare advisable, or propose to approve, adopt, approveendorse, recommend or declare advisable, enter into or allow any Acquired the Company to execute or enter into any letter of intent, agreement in principle, acquisition agreement or other Contract (A) with respect to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal Proposal, or (B) requiring, or that would reasonably expect expected to cause, the Company to abandon, materially delayterminate, terminate delay or fail to consummate consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”Agreement entered into in compliance with Section 5.3(c)).

Company Board Recommendation. (a) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (i) (A) withdraw withhold, withdraw, qualify, amend or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)Merger Sub, or publicly propose to withdraw withhold, withdraw, qualify, amend or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)Merger Sub, the Company Board Recommendation, (Bii) adoptif a tender offer 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 file a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the Stockholders reject such Acquisition Proposal and not tender any shares of Company Common Stock into such tender or exchange offer (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the Stockholders) (it being understood that the Company Board may refrain from taking any position with respect to an Acquisition Proposal until the close of business on the tenth (10th) Business Day after the commencement of such Acquisition Proposal pursuant to Rule 14d-2 under the Exchange Act, including issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) of the Exchange Act), (iii) fail to publicly reaffirm the Company Board Recommendation within five (5) Business Days after Parent so reasonably requests in writing; (iv) approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, Proposal made or received after the date hereof; (Cv) if a tender offer cause or exchange offer for permit the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning to enter into any letter of Rule 14d-2 under the Exchange Act)intent, fail memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement constituting or relating to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days or (D) if any Acquisition Proposal has been made public, (other than an Acceptable Confidentiality Agreement as permitted under Section 5.2(c)) or (vi) fail to publicly reaffirm include the Company Board Recommendation upon request in the Schedule 14D-9 and, if applicable, the Meeting Statement (any of the actions described in clauses (i) through (vi) of this Section 5.3(a), a “Company Board Recommendation Change”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to the Acceptance Time, the Company Board (or any committee thereof) may, in response to (x) an Intervening Event or (y) receipt of a bona fide, unsolicited Acquisition Proposal not arising from any breach of Section 5.2 after the date of this Agreement that the Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisor and outside legal counsel, either constitutes or would reasonably be expected to lead to a Superior Proposal, in each case, effect a Company Board Recommendation Change pursuant to clauses (i), (ii), (iii) or (vi) of such definition if (i) the Company Board (or any committee thereof) determines in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties to the Stockholders under applicable Law; (ii) the Company has provided at least twenty-four (24) hours prior written notice to Parent within that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the earlier reasons for such Company Board Recommendation Change (a “Recommendation Change Notice”), including a description of the Intervening Event in reasonable detail (in the case of an Intervening Event) or the information described in Section 5.2(d) (in the case of a Superior Proposal) (it being agreed that the Recommendation Change Notice and any amendment or update to such notice and the determination to so deliver such notice, or update or amend public disclosures with respect thereto shall not constitute a Company Board Recommendation Change for purposes of this Agreement); (iii) if requested by Parent after receipt of such notice, the Company shall have made its Representatives available to discuss with Parent’s Representatives and negotiate in good faith (to the extent Parent desires to negotiate) any proposed modifications to the terms and conditions of this Agreement during the period beginning at 5:00 p.m. New York City Time on the day of delivery by the Company to Parent of such Recommendation Change Notice and ending three (3) Business Days prior to the then scheduled Expiration Date or ten (10) Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposallater at 5:00 p.m. New York City Time; provided, thathowever that in the event there is a material change to the facts and circumstances relating to the Intervening Event (in the case of an Intervening Event) or material revisions to the terms or conditions of the Superior Proposal (in the case of a Superior Proposal), the Company shall be required to deliver a new Recommendation Change Notice to Parent may make such request only once and to comply again with respect the requirements of this Section 5.3, except that references to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, the three (any action described 3) Business Day period in this clause (iiii) being referred shall be deemed references to as a “Company Adverse Change Recommendation”forty-eight (48) or hour period; and (iiiv) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to cause, the Company Board (or any committee thereof) shall have determined in good faith (after consultation with outside legal counsel), after considering in good faith the terms of any proposed amendment or modification to abandonthis Agreement, materially delay, terminate or fail that the failure to consummate effect a Company Board Recommendation Change would still reasonably be expected to be inconsistent with its fiduciary duties to the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”)Stockholders under applicable Law.

Company Board Recommendation. (a) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) if a tender offer or exchange offer for the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days or (D) if any Acquisition Proposal has been made public, fail to publicly 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 such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the Offer Acceptance Time, if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal was made after the Agreement Date and did not result from or arise out of a breach of Section 6.3(a)) from any Person that has not been withdrawn and after consultation with the Company’s financial advisors and outside legal counsel, the Company Board shall have determined in good faith that such Acquisition Proposal constitutes a Superior Offer, the Company Board may make a Company Adverse Change Recommendation if and only if: (A) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Company Board under applicable Law; (B) the Company shall have given Parent prior written notice of its intention to consider making a Company Adverse Change Recommendation or terminate this Agreement pursuant to Section 9.1(d)(i) at least three (3) Business Days prior to making any such Company Adverse Change Recommendation or termination (a “Superior Offer Determination Notice”) (which notice shall not constitute a Company Adverse Change Recommendation); and (C) (1) the Company shall have provided to Parent the information (including a copy of any definitive agreement and related financing agreement) with respect to the Acquisition Proposal and all other information and materials to be provided in accordance with Section 6.3(d), (2) the Company shall have given Parent the three (3) Business Days after the Superior Offer Determination Notice to propose revisions to the terms of this Agreement or make another proposal so that such Acquisition Proposal would cease to constitute a Superior Offer (to the extent Parent desires to do so), and, to the extent requested by Parent, shall have negotiated in good faith with Parent and its Representatives with respect to such proposed revisions or other

Company Board Recommendation. (a) Subject to Section 7.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither Neither the Company Board nor any committee thereof shall (i) (A) withdraw withhold, withdraw, amend, qualify or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)Newco, or publicly propose to withdraw withhold, withdraw, amend, qualify or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser)Newco, the Company Board Recommendation, (B) adopt, approve, approve or recommend or declare advisable, or publicly propose to adopt, approve, approve or recommend or declare advisable, any an Acquisition Proposal, (C) if a tender offer or exchange offer for the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance of such tender offer or exchange offer within ten (10) Business Days or (D) if any Acquisition Proposal has been made public, fail to publicly reaffirm the Company Board Recommendation upon request in the absence of Parent 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 earlier Company Board Recommendation, in each case, within ten (10) Business Days following the public announcement of three such Acquisition Proposal and in any event at least two (32) Business Days prior to the then scheduled Expiration Date Company Stockholders Meeting, or ten (10E) Business Days after Parent requests such reaffirmation with respect fail to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified include the Company Board Recommendation in which case Parent may make such request once each time such material modification is made, the Proxy Statement (any action described in this clause clauses (iA) being referred to as through (E), a “Company Adverse Change RecommendationBoard Recommendation Change”); provided, however, 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) or (ii) adopt, approve, recommend or declare advisableof the Exchange Act, or propose any substantially similar communication, shall not be deemed to adoptbe a Company Board Recommendation Change; and provided further, approve, recommend or declare advisable, enter into or allow that at any Acquired Company time prior to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to causethe receipt of the Requisite Stockholder Approval, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (Board and/or any authorized committee thereof may effect a “Specified Agreement”)Company Board Recommendation Change in accordance with Section 5.3.

Company Board Recommendation. (a) Subject to Except as provided in Section 7.1(b5.02(f), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall (ii)(A) (A) withhold or withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify, change or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adoptmodify, approvequalify or amend the Company Board Recommendation in a manner adverse to Parent, recommend or declare advisable(C) fail to include the Company Board Recommendation in the Proxy Statement, (D) approve or publicly propose to adopt, approve, endorse or recommend or declare advisable, any Acquisition Proposal, (C) if or refrain from recommending against any Acquisition Proposal that is a tender offer or exchange offer for offer, within ten (10) business days after the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to recommend against acceptance commencement of such tender offer or exchange offer within ten (10) Business Days pursuant to Rule 14d-2 under the Exchange Act, or (DE) if any Acquisition Proposal has been made public, fail to publicly 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 business days after receipt of a 44 written request by Parent requests to make such public reaffirmation with respect to such following the receipt by the Company of a public Acquisition ProposalProposal (other than in the case of an Acquisition Proposal in the form of a tender offer or exchange offer covered by clause (D)) that has not been withdrawn; provided, that, that Parent may make any such request only once with respect in any ten (10) business day period and only once for each such public Acquisition Proposal and once for each public material amendment to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred to as an “Adverse Recommendation Change”, it being understood that a customary “Company stop, look or listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not be prohibited and shall not, in and of itself, constitute an Adverse Change Recommendation”Recommendation Change) or (ii) adoptauthorize, approve, recommend cause or declare advisable, permit the Company or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company of its Subsidiaries to execute or enter into any Contract (A) with respect letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, amalgamation agreement or other similar agreement related to any Acquisition Proposal or (B) requiringProposal, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an any Acceptable Confidentiality AgreementAgreement pursuant to Section 5.02(a) (each, a “Specified Company Acquisition Agreement”).

Company Board Recommendation. (a) The Company hereby consents to the Offer and represents, as of the Agreement Date, that the Company Board, at a meeting duly called and held, has made the Company Board Recommendation. Subject to Section 7.1(b6.4(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, subject to Section 6.4(b), neither the Company Board nor any committee thereof shall (ii)(A) (A) withdraw or withhold (withhold, withdraw, amend, qualify or modify, change or qualify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (withhold, withdraw, amend, qualify or modify, change or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, ; (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, ; (C) fail to publicly reaffirm the Company Board Recommendation within ten (10) days after Parent reasonably requests in writing or, if earlier, within two (2) Business Days before the Expiration Date (it being understood that the Company will have no obligation to make such reaffirmation on more than three (3) separate occasions); (D) following the commencement of a tender offer or exchange offer for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to publicly affirm the Company Board Recommendation and recommend against acceptance of that the Company’s shareholders 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 14e-2(a) 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 (DE) if any Acquisition Proposal has been made public, fail to publicly reaffirm include the Company Board Recommendation upon request of Parent within in the earlier of three (3) Business Days prior Schedule 14D-9 when filed with the SEC or disseminated to the then scheduled Expiration Date or ten (10) Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, Company’s shareholders (any action described in this clause (ii)(A) through (E) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired the Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) Proposal, requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).

Company Board Recommendation. (a) Subject to Section 7.1(b‎Section 6.01(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer 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) withdraw or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) 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 (5) 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 for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to publicly affirm the Company Board Recommendation and recommend against acceptance of that the Company’s stockholders reject such tender offer or exchange offer within ten (10) Business Days 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 (DE) if any Acquisition Proposal has been made public, fail to publicly reaffirm include the Company Board Recommendation upon request of Parent within in the earlier of three (3) Business Days prior Schedule 14D-9 when filed with the SEC or disseminated to the then scheduled Expiration Date or ten (10) Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, Company’s stockholders (any action described in this clause (i‎(i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or cause or allow any Acquired the Company to execute or enter into any Contract (A) 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 or (B) requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).

Company Board Recommendation. (a) Subject to Section 7.1(b)the provisions described below, AST’s board of directors agreed to recommend that AST’s shareholders accept the Company hereby consents Offer, tender their Shares pursuant to the inclusion of a description of Offer and, if required by applicable law, adopt the Merger Agreement. This is referred to as the “Company Board Recommendation in the Offer Documents. During the Pre-Closing PeriodRecommendation.” The Merger Agreement provides that, except as described below, neither the Company Board AST’s board of directors nor any committee thereof shall (i) (A) withhold, withdraw or withhold (or modifynot continue to make), change change, qualify or qualify modify in a manner adverse to Parent or the Purchaser, or propose publicly to withhold, withdraw (or not continue to make), change, qualify or publicly propose to withdraw or withhold (or modify, change or qualify modify in a manner adverse to Parent or the Purchaser), the Company Board RecommendationRecommendation or any approval or recommendation by any such committee regarding the Merger Agreement, the Offer and the Merger, or approve or recommend, or propose publicly to approve or recommend any Takeover Proposal, or resolve or agree to take any such action, (Bii) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) if a tender offer or exchange offer for the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to publicly recommend against acceptance of such tender offer any Takeover Proposal or exchange offer within ten (10) Business Days or (D) if any Acquisition Proposal has been made public, fail to publicly reaffirm the Company Board Recommendation upon request or any approval or recommendation by any such committee regarding the Merger Agreement, the Offer and the Merger within two business days after Parent so requests, (iii) fail to include the Company Recommendation in the documents filed with the Schedule TO and the documents included therein (together with any supplements or amendments thereto) or the proxy statement sent to AST’s shareholders in connection with the shareholder meeting to approve the Merger, (iv) approve or recommend, or propose publicly to approve, recommend or permit AST or any of Parent within its affiliates to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or which is intended to or is reasonably likely to lead to, any Takeover Proposal (other than pursuant to a confidentiality agreement with standstill provisions identical in all substantive respects to, and which otherwise contains terms Table of Contents that are no less favorable to AST than, those contained in its confidentiality agreement with Parent), or (v) take any other action or make any other public statement that is inconsistent with the earlier Company Recommendation (any such action or resolution or agreement to take such action in clauses (i) - (v) above being referred to herein as an “Adverse Recommendation Change”). Before the first to occur of the Purchaser accepting for payment Shares tendered in the Offer and the meeting of AST’s shareholders to approve the Merger, AST’s board of directors may effect an Adverse Recommendation Change in response to a Superior Proposal if: • AST has received a Takeover Proposal with respect to which the AST board of directors has determined in good faith (after consultation with its outside legal counsel and financial advisor) that the failure to take such action would be inconsistent with its fiduciary duties to the shareholders of AST under applicable law; • the Superior Proposal is not attributable to the breach of the no solicitation provisions of the Merger Agreement, including those described above; • at least three (3) Business Days business days prior to the then scheduled Expiration Date or ten (10) Business Days after Adverse Recommendation Change, AST has provided Parent requests such reaffirmation with respect a written notice of its intention to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (any action described in this clause (i) being referred effect an Adverse Recommendation Change or (ii) terminate the Merger Agreement in order to enter into a definitive agreement that constitutes a Superior Proposal, which we refer to as a “notice of an adverse recommendation change.” The notice of an adverse recommendation change must identify the persons making such Superior Proposal and contain a description in reasonable detail of the facts and circumstances giving rise to the proposed Adverse Recommendation Change and of the material terms and conditions of the Superior Proposal, including a copy of the definitive acquisition agreement relating to such Superior Proposal and any information concerning AST or its subsidiaries provided to the third party making such Superior Proposal which was not previously provided to Parent; • during the three business day period after Xxxxxx’s receipt of the notice of an adverse recommendation change, AST has, and has caused its representatives to, if requested by Xxxxxx, negotiated in good faith with Parent and its representatives regarding any such revisions to the terms of the transactions contemplated by the Merger Agreement; and • during the three business day period after Xxxxxx’s receipt of the notice of an adverse recommendation change, Parent has not made a proposal that, in the reasonable good faith judgment of AST’s board of directors (after consultation with its outside legal counsel and financial advisor), causes the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal or that otherwise permits AST’s board of directors to proceed with the Company Recommendation and not proceed with the Adverse Recommendation Change. The Merger Agreement provides that any material changes to the facts and circumstances giving rise to a proposed Adverse Recommendation Change Recommendation”) or the financial terms or any material change to other material terms of such Superior Proposal occurring prior to AST’s effecting an Adverse Recommendation Change shall require AST to provide to Parent a new notice of an adverse recommendation change and a new notice period and to comply with the requirements of the Merger Agreement (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (Aincluding those described above) with respect to each such new written notice. In all circumstances in which AST’s board of directors is permitted to effect an Adverse Recommendation Change, it may also terminate the Merger Agreement to enter into a definitive acquisition agreement that constitutes a Superior Proposal in accordance with the provisions applicable to an Adverse Recommendation Change, provided that AST has paid the Termination Fee (as defined below). Except to the extent the board of directors of AST determines in good faith (after consultation with outside legal counsel) that the failure to take such action would be inconsistent with the directors’ fiduciary duties to the shareholders of AST under applicable law, AST agreed that it shall not terminate, waive, amend or modify any Acquisition Proposal Table of Contents provision of any standstill, confidentiality or (B) requiringnon-solicitation agreement to which it or any of its subsidiaries is a party and that relates to a Takeover Proposal, or that would reasonably expect and AST agreed to causetake all necessary actions and use its reasonable best efforts to enforce, to the fullest extent permitted by applicable law, the Company provisions of any such agreement, including by obtaining injunctions to abandon, materially delay, terminate or fail prevent any breaches and to consummate enforce specifically the Transactions (other than an Acceptable Confidentiality terms and provisions thereof. For purposes of this Offer to Purchase and the Merger Agreement) (a “Specified Agreement”).:

Company Board Recommendation. (a) Subject to Section 7.1(b5.02(e), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents. During the Pre-Closing Period, subject to Section 5.02(e), neither the Company Board of Directors nor any committee thereof shall (i) (A) withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (Bii) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (Ciii) adopt, approve, recommend or allow the Company to enter into a letter of intent or Contract for an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or that obligates the Company to abandon, terminate or fail to consummate the Transactions, (iv) after receipt or public announcement of an Acquisition Proposal (other than a tender offer or exchange offer), fail to publicly affirm the Company Board Recommendation within five (5) 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), (v) following the commencement of a tender offer or exchange offer for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend against acceptance that the Company’s stockholders reject such tender offer or exchange offer within five (5) Business Days after the commencement of such tender offer or exchange offer within ten pursuant to Rule 14d-9(f) under the Exchange Act (10or, if earlier, by the close of business on the Business Day immediately preceding the scheduled date of the Offer Acceptance Time) Business Days or (Dvi) if any Acquisition Proposal has been made public, fail to publicly reaffirm include the Company Board Recommendation upon request of Parent within in the earlier of three (3) Business Days prior Schedule 14D-9 when disseminated to the then scheduled Expiration Date or ten (10) Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, Company’s stockholders (any action described in this clause (i) to (v) above being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or allow any Acquired Company to execute or enter into any Contract (A) with respect to any Acquisition Proposal or (B) requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).

Company Board Recommendation. (a) Subject to Section 7.1(b6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer 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) withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or PurchaserMerger Sub), or publicly propose to withdraw withdraw, withhold or withhold qualify (or modify, change or qualify modify in a manner adverse to Parent or PurchaserMerger Sub), the Company Board RecommendationRecommendation (it being understood that the Company Board Recommendation shall be deemed to have been modified in a manner adverse to Parent if it shall no longer be unanimous), (B) approve, adopt, approveendorse, recommend or declare advisable, or publicly propose to approve, adopt, approveendorse, recommend or declare advisable, any Acquisition Proposal, (C) 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), (D) following the commencement of a tender offer or exchange offer for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend against acceptance of that the Company’s shareholders 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) 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 (DF) if any Acquisition Proposal has been made public, fail to publicly reaffirm include the Company Board Recommendation upon request of Parent within in the earlier of three (3) Business Days prior Schedule 14D-9 when filed with the SEC or disseminated to the then scheduled Expiration Date Company’s shareholders (any action or ten (10) Business Days after Parent requests such reaffirmation with respect failure to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, (take any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) approve, adopt, approveendorse, recommend or declare advisable, or propose to approve, adopt, approveendorse, recommend or declare advisable, enter into or allow any Acquired the Company to execute or enter into any letter of intent, agreement in principle, acquisition agreement or other Contract (A) with respect to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal Proposal, or (B) requiring, or that would reasonably expect expected to cause, the Company to abandon, materially delayterminate, terminate delay or fail to consummate consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”Agreement entered into in compliance with Section 5.3(c)).

Company Board Recommendation. (a) Subject to Section 7.1(b6.01(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer 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) withdraw or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), or publicly propose to withdraw or withhold (or modify, change or qualify modify in a manner adverse to Parent or Purchaser), the Company Board Recommendation, (B) adopt, approve, recommend or declare advisable, or publicly propose to adopt, approve, recommend or declare advisable, any Acquisition Proposal, (C) 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 (5) 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 for relating to the Company Common Stock that constitutes an Acquisition Proposal is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Shares by a Person unaffiliated with Parent, fail to publicly affirm the Company Board Recommendation and recommend against acceptance of that the Company’s stockholders reject such tender offer or exchange offer within ten (10) Business Days 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 (DE) if any Acquisition Proposal has been made public, fail to publicly reaffirm include the Company Board Recommendation upon request of Parent within in the earlier of three (3) Business Days prior Schedule 14D-9 when filed with the SEC or disseminated to the then scheduled Expiration Date or ten (10) Business Days after Parent requests such reaffirmation with respect to such Acquisition Proposal; provided, that, Parent may make such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made, Company’s stockholders (any action described in this clause (i) being referred to as a “Company Adverse Change Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, enter into or cause or allow any Acquired the Company to execute or enter into any Contract (A) 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 or (B) requiring, or that would reasonably expect to cause, the Company to abandon, materially delay, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”).