Common use of Company Recommendation; Change of Company Recommendation Clause in Contracts

Company Recommendation; Change of Company Recommendation. Except as permitted by Section 5.04(b) or Section 5.04(c), from and after the date hereof, at all times until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VII, neither the Company Board nor any committee thereof will (i) adopt, authorize, approve, declare advisable or recommend, or propose publicly to adopt, authorize, approve, declare advisable or recommend, any Competing Proposal, (ii) withhold, withdraw, modify, qualify or amend, in each case, in a manner adverse to Parent or Merger Sub, or publicly propose to withhold, withdraw, modify, qualify or amend, in each case, in a manner adverse to Parent or Merger Sub, the Company Recommendation, or fail to include the Company Recommendation in the Proxy Statement, (iii) fail to (A) reaffirm the Company Recommendation within ten (10) Business Days after receipt of a written request of Parent following a Competing Proposal that has been publicly announced (and not publicly withdrawn) or, if earlier, prior to the Company Stockholders Meeting; provided, that the Company Board shall not be required to make any reaffirmation more than one time with respect to any Competing Proposal unless there shall have been a publicly disclosed change regarding such Competing Proposal; and (B) recommend against acceptance of a tender or exchange offer by the Company Stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding Shares within the later of ten (10) Business Days after the commencement of such tender offer or exchange offer or the end of the applicable period after delivery of the notice or notices required to be delivered by the Company to Parent under Section 5.04(b); provided that the taking of no position or a neutral position by the Company Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of any such offer, and (iv) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other Contract or other similar agreement to effect any Competing Proposal or requiring the Company to abandon, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement entered into in compliance with Section 5.03(c) relating to a Competing Proposal) (such agreement identified in clause (iv), other than such an Acceptable Confidentiality Agreement, an “Alternative Acquisition Agreement”, and any of the actions set forth in clauses (i), through (iv), a “Change of Company Recommendation”).

Company Recommendation; Change of Company Recommendation. Except as permitted by Section 5.04(b) or Section 5.04(c), from and after the date hereof, at all times until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VII, neither the Company Board nor any committee thereof will (i) adopt, authorize, approve, declare advisable or recommend, or propose publicly to adopt, authorize, approve, declare advisable or recommend, any Competing Proposal, (ii) withhold, withdraw, modify, qualify or amend, in each case, amend in a manner adverse to Parent or Merger Sub, or publicly propose to withhold, withdraw, modify, qualify or amend, in each case, amend in a manner adverse to Parent or Merger Sub, the Company Recommendation, or fail to include the Company Recommendation in the Proxy Information Statement, (iii) fail to (A) reaffirm the Company Recommendation and (B) recommend against acceptance of a tender or exchange offer by the Company’s stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding Shares, in each case, within ten five (105) Business Days after receipt of a written request of Parent following a Competing Proposal that has been publicly announced (and not publicly withdrawn) or, if earlier, prior to (in the Company Stockholders Meeting; provided, that the Company Board shall not be required to make any reaffirmation more than one time with respect to any Competing Proposal unless there shall have been a publicly disclosed change regarding such Competing Proposal; and case of clause (BA)) recommend against acceptance of a tender or exchange offer by the Company Stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding Shares within the later of ten (10) Business Days after the commencement of such tender offer or exchange offer or (in the end case of clause (B)) or, in each case, if earlier, prior to the applicable period after delivery of the notice or notices required Written Consent Effective Time (provided that, subject to be delivered by the Company to Parent under Section 5.04(b); provided that 5.04(d) below, the taking of no position or a neutral position by the Company Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of any such offer), and (iv) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other Contract or other similar agreement to effect any Competing Proposal or requiring the Company to abandon, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement entered into in compliance with Section 5.03(c) relating to a Competing Proposal) (such agreement identified in clause (iv), other than such an Acceptable Confidentiality Agreement, an “Alternative Acquisition Agreement”, and any of the actions set forth in clauses (i), through (iv), a “Change of Company Recommendation”), or requiring the Company to abandon, terminate or fail to consummate the Transactions.

Company Recommendation; Change of Company Recommendation. Except as permitted by Section ‎Section 5.04(b) or Section ‎Section 5.04(c), from and after the date hereof, at all times until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article ‎ARTICLE VII, neither the Company Board nor any committee thereof will (i) adopt, authorize, approve, declare advisable approve or recommend, or propose publicly to adopt, authorize, approve, declare advisable approve or recommend, any Competing Proposal, (ii) withhold, withdraw, modify, qualify or amend, in each case, in a manner adverse to Parent or Merger Sub, or publicly propose to withhold, withdraw, modify, qualify or amend, in each case, case in a manner adverse to Parent or Merger Sub, the Company Recommendation, or fail to include the Company Recommendation in the Proxy Statement, (iii) fail to (A) reaffirm the Company Recommendation within ten (10) Business Days after receipt of a written request of Parent following a Competing Proposal that has been publicly announced (and not publicly withdrawn) or, if earlier, prior to the Company Stockholders Meeting; provided, Shareholders Meeting (provided that the Company Board shall not be required to make any reaffirmation more than one time with respect to any Competing Proposal unless there shall have been a publicly disclosed change regarding to the terms and conditions of such Competing Proposal; and ), (Biv) if a tender offer or exchange offer for shares of capital stock of the Company that constitutes a Competing Proposal is commenced, fail to recommend against acceptance of a tender or exchange offer by the Company Stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding Shares within the later of ten (10) Business Days after the commencement of such tender offer or exchange offer by the shareholders of the Company (including, for these purposes, by disclosing that it is taking no position with respect to acceptance of such tender offer or exchange offer by its shareholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) by the earlier of (A) the end of the applicable period after delivery of the notice or notices required to be delivered by the Company to Parent under Section ‎Section 5.04(b) or ‎Section 5.04(c); provided that the taking of no position or a neutral position by the Company Board in respect of the acceptance of any such tender offer or exchange offer , as of applicable, and (B) the end of the tenth (10th) Business Day after commencement of such period shall constitute a failure to recommend against acceptance of any such tender or exchange offer, and or (ivv) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other Contract agreement or other similar agreement to effect any Competing Proposal or requiring the Company to abandon, terminate or fail to consummate the Transactions (other than an Acceptable Confidentiality Agreement entered into in compliance with Section ‎Section 5.03(c) relating to a Competing Proposal) (such agreement identified in clause (iv), other than such an Acceptable Confidentiality Agreement, an “Alternative Acquisition Agreement”, and any of the actions set forth in clauses (i), through (ivv), a “Change of Company Recommendation”).