Common use of Company Board Recommendation Clause in Contracts

Company Board Recommendation. (a) Subject to Section 6.5(c), the Company Board shall make the Company Board Recommendation. (b) Neither the Company Board nor any committee thereof shall (x) withhold, withdraw, qualify, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, qualify, amend or modify in a manner adverse to Parent, the Company Board Recommendation, (y) approve, endorse or recommend an Acquisition Proposal or (z) fail to recommend against acceptance of any tender offer or exchange offer for shares of the Company Common Stock within ten (10) Business Days after the commencement of such offer (each of clauses (x), (y) and (z), a “Company 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. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the receipt of the Requisite Stockholder Approval, the Company Board and/or any authorized committee thereof may make a Company Board Recommendation Change if and only if: (i) (A) the Company has received an unsolicited, bona fide written Acquisition Proposal that constitutes a Superior Proposal and not involving a breach of Section 5.2(b);

Company Board Recommendation. (a) Subject to Section 6.5(c), the Company Board shall make the Company Board Recommendation. (b) Neither the Company Board nor any committee thereof shall (x) withhold, withdraw, qualify, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, qualify, amend or modify in a manner adverse to Parent, the Company Board Recommendation, (y) approve, endorse or recommend an Acquisition Proposal or (z) fail to recommend against acceptance of any tender offer or exchange offer for shares of the Company Common Stock Shares within ten (10) 10 Business Days after the commencement of such offer (each of clauses (x), (y) and (z), a “Company Board Recommendation Change”); provided, however, provided 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. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the receipt of the Requisite Stockholder Approval, the Company Board and/or any authorized committee thereof may make a Company Board Recommendation Change if and only if: : Table of Contents (i) (A) the Company has received an unsolicited, bona fide written Acquisition Proposal that did not arise or result from a breach of Section 5.2, that constitutes a Superior Proposal and such Acquisition Proposal has not involving been withdrawn and continues to be a breach of Section 5.2(b)Superior Proposal;

Company Board Recommendation. (a) Subject to Section 6.5(c), the Company Board shall make the Company Board Recommendation. (b) Neither the Company Board nor any committee thereof shall (x) withhold, withdraw, qualify, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, qualify, amend or modify in a manner adverse to Parent, the Company Board Recommendation, (y) approve, endorse or recommend an Acquisition Proposal or (z) fail to recommend against acceptance of any tender offer or exchange offer for shares of the Company Common Stock Shares within ten (10) 10 Business Days after the commencement of such offer (each of clauses (x), (y) and (z), a “Company Board Recommendation Change”); provided, however, provided 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. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the receipt of the Requisite Stockholder Approval, the Company Board and/or any authorized committee thereof may make a Company Board Recommendation Change if and only if: (i) (A) the Company has received an unsolicited, bona fide written Acquisition Proposal that did not arise or result from a breach of Section 5.2, that constitutes a Superior Proposal and such Acquisition Proposal has not involving been withdrawn and continues to be a breach of Section 5.2(b)Superior Proposal;

Company Board Recommendation. (a) Subject to Section 6.5(c6.6(c), the Company Board shall make the Company Board Recommendation. (b) Neither the Company Board nor any committee thereof shall (x) withhold, withdraw, qualify, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, qualify, amend or modify in a manner adverse to Parent, the Company Board Recommendation, (y) approve, endorse or recommend an Acquisition Proposal or (z) fail to recommend against acceptance of any tender offer or exchange offer for shares of the Company Common Stock within ten (10) Business Days after the commencement of such offer (each of clauses (x), (y) and (z), a “Company 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. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the receipt of the Requisite Stockholder Approval, the Company Board and/or any authorized committee thereof may make a Company Board Recommendation Change if and only if: (i) (A) the Company has received an unsolicited, bona fide written Acquisition Proposal that constitutes a Superior Proposal and that does not involving arise from a breach of Section 5.2(b);

Company Board Recommendation. (a) Subject to Section 6.5(c), the Company Board shall make the Company Board Recommendation. (b) Neither the Company Board nor any committee thereof shall (xi) withhold, withdraw, qualify, amend qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, Parent or publicly propose to withhold, withdraw, qualify, amend or modify in a manner adverse to Parentthe Merger Sub, the Company Board RecommendationRecommendation with respect to the Merger, (yii) approveadopt, endorse approve or recommend or propose to adopt, approve or recommend (publicly or otherwise) an Acquisition Proposal or Proposal, (ziii) after the receipt of any Acquisition Proposal, fail to recommend against acceptance of any tender offer or exchange offer for shares of publicly reaffirm the Company Common Stock Board Recommendation within ten (10) Business Days after Parent so requests in writing (provided that Parent may make such request no more than once with respect to any such Acquisition Proposal) or (iv) fail to include the commencement of such offer Company Board Recommendation in the Proxy Statement (each of any action described in clauses (x), i) through (y) and (ziv), a “"Company Board 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) of the Exchange Act, or any substantially similar communication, shall not be deemed to be a Company Board Recommendation Change. (c) Notwithstanding ; and provided further, that notwithstanding the foregoing or anything to the contrary set forth in this AgreementAgreement (including the provisions of Section 4.3 or Section 5.1), at any time prior to the receipt of the Requisite Stockholder Approval, the Company Board and/or any authorized committee thereof may make effect a Company Board Recommendation Change if and only in accordance with Section 5.4(b). (b) Notwithstanding anything to the contrary set forth in Section 4.3 or Section 5.4(a), at any time prior to obtaining the Requisite Stockholder Approval, the Company Board may effect a Company Board Recommendation Change if: (i) (A) the Company has received an unsolicited, unsolicited bona fide written Acquisition Proposal from any Person that is not withdrawn and that the Company Board concludes in good faith constitutes a Superior Proposal; and (ii) the Company Board shall have determined in good faith, after consultation with its independent financial advisor and outside legal counsel, that in light of such Superior Proposal, the failure of the Company Board to effect a Company Board Recommendation Change would be reasonably likely to violate its fiduciary obligations under applicable laws; (iii) the Company, in the case of a Superior Proposal, shall have complied with its obligations under Section 4.3. (iv) the Company shall have provided prior written notice to Parent at least three (3) Business Days in advance (the "Notice Period"), to the effect that the Company Board is prepared absent any revision to the terms and conditions of this Agreement, to effect a Company Board Recommendation Change and/or to terminate this Agreement pursuant to this Section 5.4(b), which notice shall describe the basis for such Company Board Recommendation Change or termination, including, in the case of a Superior Proposal, the identity of the party making the Superior Proposal and not involving the material terms and conditions thereof; and (v) prior to effecting such Company Board Recommendation Change or termination, the Company shall, and shall cause their financial and legal advisors to, during the Notice Period, negotiate with Parent and its Representatives in good faith (to the extent Parent desires to negotiate) to attempt to make such adjustments in the terms and conditions of this Agreement proposed by Parent so as to obviate the need for the Company Board to make a breach Company Board Recommendation Change; provided, that if such Company Board Recommendation Change is effected pursuant to receipt of an Acquisition Proposal that the Company Board has determined to be a Superior Proposal, in the event of any material revisions to such Superior Proposal, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of Section 5.2(b);4.3 and this Section 5.4(b) with respect to such new written notice. (c) Nothing in this Agreement shall prohibit the Company Board or any authorized committee thereof from taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act provided that the Company shall have complied with the obligations under Section 4.3; provided, however, that any such statement(s) or disclosures made by the Company Board or any authorized committee thereof shall be subject to the terms and conditions of this Agreement, including the provisions of Article VII.