Common use of Intervening Event Clause in Contracts

Intervening Event. Notwithstanding anything contrary set forth in this Agreement, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and prior to the time the Company Stockholder Approval is obtained, the Company Board (or any duly authorized committee thereof) may effect a Change of Company Recommendation in response to the occurrence of an Intervening Event if the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) that the failure to effect a Change of Company Recommendation in response to such Intervening Event would be inconsistent with its fiduciary duties under applicable Law, in each case only if: (i) the Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation), (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate the basis for a Change of Company Recommendation, and (iii) following the end of such three (3) Business Day period, the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day period, that the failure to make a Change of Company Recommendation would be inconsistent with its fiduciary duties under applicable Law.

Intervening Event. Notwithstanding anything to the contrary set forth in this Agreementherein, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and prior to the time Offer Closing, the Board of Directors of the Company Stockholder Approval is obtained, the Company Board (or any duly authorized committee thereof) may effect a Company Adverse Recommendation Change of Company Recommendation in response to the any material development, fact, change, event, effect, occurrence of an Intervening Event if or circumstance with respect to the Company (excluding the Company exceeding internal or published projections, forecasts or revenue or earning predictions for any period, it being understood that the facts or occurrences giving rise or contributing to the Company’s ability to exceed such projections, forecasts or predictions shall not be so excluded) that (A) does not relate to an Acquisition Proposal, and (B) is not known or reasonably foreseeable (or the material consequences of which are not known or reasonably foreseeable) to the Company or the Board of Directors of the Company as of the date hereof if (1) the Board of Directors of the Company (or any duly authorized committee thereof) determines has determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel (x) counsel, that an Intervening Event has occurred and is continuing and (y) that the failure to effect a Change of Company Recommendation in response take such action would be reasonably likely to such Intervening Event would be inconsistent with its the directors’ fiduciary duties under applicable Law, in each case only if: Law and (i2) the Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action action, the Board of Directors of the Company (or any committee thereof) has given Parent at least three Business Days’ prior written notice of its intention to take such action, specifying action which notice shall identify the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that for the delivery of such notice and the public announcement of such delivery shall not constitute a Change of proposed Company Recommendation), (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate the basis for a Change of Company RecommendationAdverse Recommendation Change, and (iii3) following the end of such three (3) Business Day notice period, the Board of Directors of the Company Board (or any duly authorized committee thereof) determines shall have considered in good faith any revisions to this Agreement proposed in writing by Parent and shall have determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a effect such Company Adverse Recommendation Change of Company Recommendation would be reasonably likely to be inconsistent with its the directors’ fiduciary duties under applicable Law. For the avoidance of doubt, a Company Adverse Recommendation Change pursuant to this Section 7.02(f) shall not give rise to any termination right for the Company.

Intervening Event. Notwithstanding anything to the contrary set forth in this AgreementSection 6.2(c), the board of directors of the Company, on the one hand, and Parent, on the other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and hand, may at any time prior to (but not after) obtaining the time Requisite Company Vote (in the case of the Company) or the Requisite Parent Vote (in the case of Parent) effect an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, if (i) a Company Intervening Event (in the case of the Company) or Parent Intervening Event (in the case of Parent) occurs and (ii) the board of directors of the Company Stockholder Approval is obtained, (in the case of a Company Board Intervening Event) or Parent (or any duly authorized committee thereof) may effect in the case of a Change of Company Recommendation in response to the occurrence of an Parent Intervening Event if the Company Board (or any duly authorized committee thereofEvent) determines in good faith, after consultation with the Company’s its outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) financial advisor, that the failure to effect a Change of an Adverse Company Recommendation Change (in the case of the Company) or an Adverse Parent Recommendation Change (in the case of Parent) in response to such Company Intervening Event or Parent Intervening Event would be inconsistent with its fiduciary duties under applicable Law, Delaware law; provided that the board of directors of the Party in each case only if: (i) the respect of which such Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that in the case of the Company) or Parent Intervening Event (in the case of Parent) has first (x) caused such Party to provide the other Party at least four Business Days’ prior written notice of its intent to effect such an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, which shall specify in reasonable detail the circumstances related to such determination, (y) caused such Party and its Representatives to negotiate, to the extent the other Party so wishes to negotiate, during such four Business Day period following delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation)notice, (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (with the other Party concerning any revisions to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate that the basis for a Change of other Party wishes to propose in response to such Company Recommendation, Intervening Event or Parent Intervening Event and (iiiz) following the end of such three after complying with clause (3x) Business Day periodand clause (y), the Company Board (or any duly authorized committee thereof) determines determined in good faith, after consultation with the Company’s its outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodfinancial advisor, that the failure to make a Change of effect an Adverse Company Recommendation would Change (in the case of the Company) or Adverse Parent Recommendation Change (in the case of Parent) in response to such Company Intervening Event or Parent Intervening Event continues to be inconsistent with its fiduciary duties under applicable LawDelaware law after taking into account any changes committed in writing to be made to this Agreement and the Voting Agreement by the other Party.

Intervening Event. Notwithstanding anything to the contrary set forth in this AgreementSection 6.2(c), the board of directors of the Company, on the one hand, and the board of directors of Parent, on the other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and hand, may at any time prior to (but not after) obtaining the time Requisite Company Vote (in the case of the Company) or the Requisite Parent Vote (in the case of Parent) effect an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, if (i) a Company Intervening Event (in the case of the Company) or Parent Intervening Event (in the case of Parent) occurs and (ii) the board of directors of the Company Stockholder Approval is obtained, (in the case of a Company Board Intervening Event) or Parent (or any duly authorized committee thereof) may effect in the case of a Change of Company Recommendation in response to the occurrence of an Parent Intervening Event if the Company Board (or any duly authorized committee thereofEvent) determines in good faith, after consultation with the Company’s its outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) financial advisor, that the failure to effect a Change of an Adverse Company Recommendation Change (in the case of the Company) or an Adverse 52 Parent Recommendation Change (in the case of Parent) in response to such Company Intervening Event or Parent Intervening Event, respectively, would be inconsistent with its fiduciary duties under applicable Law, ; provided that the board of directors of the Party in each case only if: (i) the respect of which such Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that in the case of the Company) or Parent Intervening Event (in the case of Parent) occurs has first (x) caused such Party to provide the other Party at least four Business Days’ prior written notice of its intent to effect such an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, which shall specify in reasonable detail the circumstances related to such determination, (y) caused such Party and its Representatives to negotiate, to the extent the other Party so wishes to negotiate, during such four Business Day period following delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation)notice, (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (with the other Party concerning any revisions to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate that the basis for a Change of other Party wishes to propose in response to such Company RecommendationIntervening Event or Parent Intervening Event, and (iiiz) following the end of such three after complying with clause (3x) Business Day periodand clause (y), the Company Board (or any duly authorized committee thereof) determines determined in good faith, after consultation with the Company’s its outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodfinancial advisor, that the failure to make a Change of effect an Adverse Company Recommendation would Change (in the case of the Company) or Adverse Parent Recommendation Change (in the case of Parent) in response to such Company Intervening Event or Parent Intervening Event, respectively, continues to be inconsistent with its fiduciary duties under applicable LawLaw after taking into account any changes committed in writing to be made to this Agreement by the other Party.

Intervening Event. Notwithstanding anything to the contrary set forth in this Agreementherein, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and prior to the time the Company Stockholder Shareholder Approval is obtained, but not after, the Company Board of Directors (or any duly authorized committee thereof) may effect a Company Adverse Recommendation Change involving the actions contemplated by clauses (i)(A) and (i)(B) of Company Recommendation Section 6.4(d) in response to any development, fact, change, event, effect, occurrence or circumstance that (A) does not relate to a Company Superior Proposal (which is addressed under Section 6.4(e)) and (B) is not known (or the occurrence material consequences of an Intervening Event if which are not known) to the Company Board of Directors as of the date hereof if (1) the Company Board of Directors (or any duly authorized committee thereof) determines has determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel (x) counsel, that an Intervening Event has occurred and is continuing and (y) that the failure to effect a Change of Company Recommendation in response take such action would reasonably be expected to such Intervening Event would be inconsistent with its the directors’ fiduciary duties under applicable Law, in each case only if: Law and (i2) the Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action action, the Company Board of Directors (or any committee thereof) has given Parent at least three Business Days’ prior written notice of its intention to take such action, specifying action which notice will identify the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that for the delivery of such notice and the public announcement of such delivery shall not constitute a Change of proposed Company Recommendation), (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate the basis for a Change of Company RecommendationAdverse Recommendation Change, and (iii3) following the end of such three (3) Business Day notice period, the Company Board of Directors (or any duly authorized committee thereof) determines shall have considered in good faith any revisions to this Agreement proposed in writing by Parent and shall have determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a effect such Company Adverse Recommendation Change of Company Recommendation would reasonably be expected to be inconsistent with its the directors’ fiduciary duties under applicable Law. For the avoidance of doubt, a Company Adverse Recommendation Change pursuant to this Section 6.4(g) shall not give rise to any termination right for the Company.

Intervening Event. Notwithstanding anything to the contrary set forth in this AgreementSection 6.2(c)(i), the board of directors of the Company, on the one hand, and Parent, on the other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and hand, may at any time prior to (but not after) obtaining the time Requisite Company Vote (in the case of the Company) or the Requisite Parent Vote (in the case of Parent) effect an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, if (i) a Company Intervening Event (in the case of the Company) or Parent Intervening Event (in the case of Parent) occurs and (ii) the board of directors of the Company Stockholder Approval is obtained, (in the case of a Company Board Intervening Event) or Parent (or any duly authorized committee thereof) may effect in the case of a Change of Company Recommendation in response to the occurrence of an Parent Intervening Event if the Company Board (or any duly authorized committee thereofEvent) determines in good faith, after consultation with the Company’s its outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) financial advisor, that the failure to effect a Change of an Adverse Company Recommendation Change (in the case of the Company) or an Adverse Parent Recommendation Change (in the case of Parent) in response to such Company Intervening Event or Parent Intervening Event would be inconsistent with its fiduciary duties under applicable Law, Delaware law; provided that the board of directors of the party in each case only if: (i) the respect of which such Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that in the case of the Company) or Parent Intervening Event (in the case of Parent) has first (x) caused such party to provide the other party at least four business days’ prior written notice of its intent to effect such an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, which shall specify in reasonable detail the circumstances related to such determination, (y) caused such party and its Representatives to negotiate, to the extent the other party so wishes to negotiate, during such four business day period following delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation)notice, (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (with the other party concerning any revisions to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate and/or any Voting Agreement that the basis for a Change of other party wishes to propose in response to such Company Recommendation, Intervening Event or Parent Intervening Event and (iiiz) following the end of such three after complying with clause (3x) Business Day periodand clause (y), the Company Board (or any duly authorized committee thereof) determines determined in good faith, after consultation with the Company’s its outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodfinancial advisor, that the failure to make a Change of effect an Adverse Company Recommendation would Change (in the case of the Company) or Adverse Parent Recommendation Change (in the case of Parent) in response to such Company Intervening Event or Parent Intervening Event continues to be inconsistent with its fiduciary duties under applicable LawDelaware law after taking into account any changes committed in writing to be made to this Agreement and any Voting Agreement by the other party.

Intervening Event. Notwithstanding anything to the contrary set forth in the foregoing, in response to an Intervening Event that has occurred after the date of this Agreement, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and Agreement but prior to the time the Company Stockholder Approval is obtainedOffer Closing, the Company Board (or any duly authorized committee thereof) may effect a Company Adverse Recommendation Change of Company Recommendation in response to the occurrence of an Intervening Event if the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) that the failure to effect a Change of Company Recommendation in response to such Intervening Event would be inconsistent with its fiduciary duties under applicable Law, in each case only if: (i) prior to effecting the Company has first given Parent advance written notice Adverse Recommendation Change, the Company promptly notifies Parent, in writing, at least three two (32) Business Days prior to (the "Intervening Event Notice Period") before taking such action of its intention intent to take consider such actionaction (which notice shall not, specifying the reasons therefor by itself, constitute a Company Adverse Recommendation Change), and including which notice shall include a reasonably detailed description of such the underlying facts and circumstances underlying the Intervening Event (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute render a Company Adverse Recommendation Change of Company Recommendation), necessary; (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, during the Intervening Event Notice Period, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate or another proposal to the basis extent proposed by Parent so that the underlying facts giving rise to, and the reasons for taking such action, ceases require a Change Company Adverse Recommendation Change, if Parent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Intervening Event Notice Period, there is any material development in an Intervening Event, the Intervening Event Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remains in the Intervening Event Notice Period subsequent to the time the Company Recommendation, notifies Parent of any such material development (it being understood that there may be multiple extensions)); and (iii) following the end of such three (3) Business Day period, the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation consulting with the Company’s its financial advisors and outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a Change of effect such Company Adverse Recommendation Change, after taking into account any adjustments made by Parent during the Intervening Event Notice Period, would reasonably be expected to cause the Company Board’s actions or inactions with respect thereto to be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law.

Intervening Event. Notwithstanding anything to the contrary set forth in this Agreementcontained herein, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and prior to the time time, but not after, the Company Stockholder Approval Requisite Vote is obtained, the Board of Directors of the Company Board (or any duly an authorized committee thereof) may effect make a Change of Company Recommendation in response for a reason unrelated to an Acquisition Proposal if: (i) the occurrence Board of an Intervening Event if Directors of the Company Board (or any duly an authorized committee thereof) determines in good faith, faith (after consultation with the Company’s outside legal counsel (xcounsel) that that, in light of an Intervening Event Event, failure to make a Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law; (ii) the Company has occurred not breached (and is continuing not deemed to have breached) its obligations under Section 6.2, Section 6.3 and Section 6.4; (iii) the Company notifies Parent in writing, at least five (5) Business Days in advance, that it intends to effect a Change of Recommendation in connection with such Intervening Event, which notice shall specify the nature of the Intervening Event in reasonable detail; (iv) after providing such notice and prior to making such Change of Recommendation in connection with such Intervening Event, the Company shall negotiate in good faith with Parent during such five (5)-Business Day period (to the extent that Parent desires to negotiate) to make such revisions to the terms of this Agreement and the Financing Commitment as would permit the Board of Directors of the Company not to effect a Change of a Recommendation in connection with such Intervening Event; and (yv) the Board of Directors of the Company (or an authorized committee thereof) shall have considered in good faith any changes to this Agreement and the Financing Commitment and shall have again determined in good faith that the failure to effect a Change of Company Recommendation in response to such Intervening Event would be inconsistent with its fiduciary duties under applicable Law, in each case only if: (i) the Company has first given Parent advance written notice at least three (3) Business Days prior to taking Law if such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation), (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate the basis for a Change of Company Recommendation, and (iii) following the end of such three (3) Business Day period, the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed changes offered by Parent during such three (3) Business Day period, that the failure were to make a Change of Company Recommendation would be inconsistent with its fiduciary duties under applicable Lawgiven effect.

Intervening Event. Notwithstanding anything contrary set forth in In response to an Intervening Event (as defined below) that has occurred after the date of this Agreement, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and Agreement but prior to the time receipt of the Company Stockholder Approval is obtainedSeller Shareholder Vote, the Company Seller Board (or any duly authorized committee thereof) may may, prior to the receipt of the Seller Shareholder Vote, effect a Seller Board Recommendation Change of Company Recommendation in response to if (and only if): (i) the occurrence of an Intervening Event if the Company Seller Board shall have determined (or any duly authorized committee thereof) determines in good faith, after consultation with the CompanySeller’s outside legal counsel (x) that an Intervening Event has occurred and is continuing and (ycounsel) that the failure to effect a make such Seller Board Recommendation Change of Company Recommendation in response would reasonably be expected to such Intervening Event would be inconsistent with its the Seller Board’s fiduciary duties obligations under applicable Law, in each case only if: (i) the Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation), (ii) prior to effecting the Seller Board Recommendation Change, Seller promptly notifies Purchaser, in writing, at least five (5) Business Days (the “Intervening Event Notice Period”) before taking such Change action of Company Recommendationits intent to consider such action (which notice shall not, by itself, constitute a Seller board Recommendation Change), and which notice shall include a reasonably detailed description of the Company underlying facts giving rise to, and the reasons for taking, such action; (iii) Seller shall, and shall cause its Representatives to, during the Intervening Event Notice Period, negotiate with Parent Purchaser in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate so that the basis for a Change of Company Recommendationunderlying facts giving rise to, and the reasons for taking such action, ceases to constitute an Intervening Event, if Purchaser, in its reasonable discretion, proposes to make such adjustments (iii) following it being agreed that in the end event that, after commencement of such the Intervening Event Notice Period, there is any material development in an Intervening Event, the Intervening Event Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Day period, Days remains in the Company Intervening Event Notice Period subsequent to the txxx Xxxxxx notifies Purchaser of any such material development (it being understood that there may be multiple extensions)); and (iv) the Seller Board (or any duly authorized committee thereof) still determines in good faith, after consultation consulting with the CompanySeller’s outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a Change of Company effect such Seller Board Recommendation Change, after taking into account any adjustments made by Purchaser during the Intervening Event Notice Period, would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. Seller acknowledges and hereby agrees that any Seller Board Recommendation Change effected (or proposed to be effected) in response to or in connection with any Acquisition Proposal may be made solely and exclusively pursuant to Section 6.2(c) only, and may not be made pursuant to this Section 6.2(g). “Intervening Event” means, with respect to Seller any material event, circumstance, change, effect, development, or condition occurring or arising after the date hereof that (A) affects the business, assets or operations of the Acquired Companies, (B) was not known to, nor reasonably foreseeable by, or if known, the effect of which was not reasonably foreseeable by, any member of the Seller Board (assuming consultations with appropriate officers and Representatives of Seller) as of or prior to the date of this Agreement, (C) becomes known to the Seller Board prior to the receipt of the Seller Shareholder Vote and (D) did not result from or arise out of the announcement or pendency of, or any actions required to be taken by either Purchaser or Seller (or to be refrained from being taken by such Purchaser or Seller) pursuant to, this Agreement; provided, however, that in no event shall (x) the receipt, existence, or terms of an Acquisition Proposal or any matter relating thereto or consequence thereof constitute an Intervening Event or (y) a change in the market price or trading volume of the equity or debt securities of Seller or of the equity or credit ratings or the ratings outlook for Seller by any applicable rating agency (in and of themselves) constitute an Intervening Event.

Intervening Event. Notwithstanding anything contrary set forth in this AgreementSection 6.2 to the contrary, prior to obtaining the Requisite Company Vote, in connection with an Intervening Event and other than in response to or in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and prior to Superior Proposal, if the time board of directors of the Company Stockholder Approval is obtaineddetermines, in its good faith judgment upon the Company Board recommendation of the Special Committee (or any duly authorized committee thereof) may effect a Change of Company Recommendation in response to the occurrence of an Intervening Event if the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s its financial advisor and outside legal counsel (x) counsel), that an Intervening Event has occurred and is continuing and (y) that the failure to effect make a Change of Company Adverse Recommendation in response and/or terminate this Agreement pursuant to such Intervening Event Section 8.1 would be inconsistent with its fiduciary duties under applicable Law, in each case only if: the board of directors of the Company may, upon the recommendation of the Special Committee, effect a Company Adverse Recommendation and/or terminate this Agreement pursuant to Section 8.1(d)(iii); provided that prior to making such Company Adverse Recommendation, (i) the Company has first given provided Parent advance at least four (4) Business Days’ prior written notice at least three (3) Business Days prior to taking such action of its intention to take such action, specifying with reasonable details about the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed indicating that the delivery board of such notice directors of the Company intends to effect a Company Adverse Recommendation and/or terminate this Agreement, and the public announcement of such delivery shall not constitute a Change of Company Recommendation), (ii) prior to effecting such Change during the four (4) Business Day period following Parent and Merger Sub's receipt of Company Recommendationthe aforementioned notice, the Company shall, and shall cause its Representatives to, negotiate with Parent and Merger Sub in good faith (to the extent Parent requests in writing and Merger Sub desire to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as Agreement, so that it would obviate no longer be inconsistent with the basis for board of directors’ fiduciary obligations not to effect a Change of Company Adverse Recommendation, and (iii) following the end of such three the four (34) Business Day period, the board of directors of the Company Board (or any duly authorized committee thereofacting at the direction of the Special Committee following consultation with its financial advisor and outside legal counsel) determines shall have determined in good faith, after consultation with the Company’s outside legal counsel and after considering taking into account any written, binding and irrevocable amendments changes to the terms and conditions of this Agreement proposed in writing by Parent during such three (3) Business Day periodand Merger Sub in response to the aforementioned notice, that the failure it would continue to make a Change of Company Recommendation would be inconsistent with its the board of directors’ fiduciary duties under applicable LawLaw not to effect the Company Adverse Recommendation in light of the Intervening Event.

Intervening Event. Notwithstanding anything to the contrary set forth in this Agreementherein, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and prior to (but not after) the time the Company Stockholder Approval is obtained, the Company Board (or any duly authorized committee thereof) Special Committee may effect a Company Adverse Recommendation Change of Company Recommendation involving the actions contemplated by Section 7.2(e)(i)(A) and Section 7.2(e)(i)(B) in response to the occurrence of an Intervening Event if (i) the Company Board (or any duly authorized committee thereof) determines Special Committee, has determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel (x) counsel, that an Intervening Event has occurred and is continuing and (y) that the failure to effect a Change of Company Recommendation in response take such action would be reasonably likely to such Intervening Event would be inconsistent with its the directors’ fiduciary duties under applicable Law, in each case only if: (iii) the Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action action, the Company Board (or any committee thereof, including the Special Committee) has given Parent at least four (4) Business Days’ prior written notice of its intention to take such action, specifying action which notice will contain reasonably sufficient information about the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation), (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with enable Parent in good faith (to propose revisions to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as in such a manner that would obviate the basis need for a Change of Company Recommendationtaking such action, and (iii) following the end of such three (3) Business Day notice period, the Company Board (or Special Committee shall have considered in good faith any duly authorized committee thereof) determines revisions to this Agreement proposed in writing by Parent, and shall have determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a effect such Company Adverse Recommendation Change of Company Recommendation would be reasonably likely to be inconsistent with its the directors’ fiduciary duties under applicable Law. For the avoidance of doubt, a Company Adverse Recommendation Change pursuant to this Section 7.2(g) shall not give rise to any termination right for the Company.

Intervening Event. Notwithstanding anything contrary set forth in In response to an Intervening Event (as defined below) that has occurred after the date of this Agreement, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and Agreement but prior to the time receipt of the Company Stockholder Approval is obtainedSeller Shareholder Vote, the Company Seller Board (or any duly authorized committee thereof) may may, prior to the receipt of the Seller Shareholder Vote, effect a Seller Board Recommendation Change of Company Recommendation in response to if (and only if): (i) the occurrence of an Intervening Event if the Company Seller Board shall have determined (or any duly authorized committee thereof) determines in good faith, after consultation with the CompanySeller’s outside legal counsel (x) that an Intervening Event has occurred and is continuing and (ycounsel) that the failure to effect a make such Seller Board Recommendation Change of Company Recommendation in response would reasonably be expected to such Intervening Event would be inconsistent with its the Seller Board’s fiduciary duties obligations under applicable Law, in each case only if: (i) the Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation), (ii) prior to effecting the Seller Board Recommendation Change, Seller promptly notifies Purchaser, in writing, at least five (5) Business Days (the “Intervening Event Notice Period”) before taking such Change action of Company Recommendationits intent to consider such action (which notice shall not, by itself, constitute a Seller board Recommendation Change), and which notice shall include a reasonably detailed description of the Company underlying facts giving rise to, and the reasons for taking, such action; (iii) Seller shall, and shall cause its Representatives to, during the Intervening Event Notice Period, negotiate with Parent Purchaser in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate so that the basis for a Change of Company Recommendationunderlying facts giving rise to, and the reasons for taking such action, ceases to constitute an Intervening Event, if Purchaser, in its reasonable discretion, proposes to make such adjustments (iii) following it being agreed that in the end event that, after commencement of such the Intervening Event Notice Period, there is any material development in an Intervening Event, the Intervening Event Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Day period, Days remains in the Company Intervening Event Notice Period subsequent to the xxxx Xxxxxx notifies Purchaser of any such material development (it being understood that there may be multiple extensions)); and (iv) the Seller Board (or any duly authorized committee thereof) still determines in good faith, after consultation consulting with the CompanySeller’s outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a Change of Company effect such Seller Board Recommendation Change, after taking into account any adjustments made by Purchaser during the Intervening Event Notice Period, would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.fiduciary

Intervening Event. Notwithstanding anything contrary set forth in this AgreementSection 5.04(a) (but subject to Section 5.04(d)), other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and prior to the time the Company Stockholder Approval is obtainedWritten Consent Effective Time, the Company Board (or any duly authorized committee thereof, including the Special Committee) may effect a Change of Company Recommendation in response to the occurrence of an Intervening Event if the Company Board (or any duly authorized committee thereofacting upon the recommendation of the Special Committee after consultation with its outside legal counsel) determines in good faith, after consultation with the Company’s outside legal counsel faith (x1) that an Intervening Event has occurred and is continuing and (y2) that the failure to effect a Change of Company Recommendation in response to such Intervening Event would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, in each case only if: (i) the Company has first given Parent advance written notice at least three four (34) Business Days prior to taking such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation)Event, (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent requests in writing desires to so negotiatenegotiate and without any requirement that Parent must reach a definitive agreement) during such three four (34) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate the basis for a Change of Company Recommendation, and (iii) following the end of such three four (34) Business Day period, the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel and after considering any written, binding and irrevocable proposed amendments to the terms and conditions of this Agreement proposed by Parent in writing during such three four (34) Business Day period, that the failure to make a Change of Company Recommendation would be inconsistent with its fiduciary duties under applicable Law.

Intervening Event. Notwithstanding anything to the contrary set forth in the foregoing, in response to an Intervening Event that has occurred after the date of this Agreement: (i) but, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and the case of the Company, prior to the time receipt of the Requisite Company Stockholder Approval is obtainedVote, the Company Board (or any duly authorized committee thereof) may effect a Change Company Adverse Recommendation Change; and (ii) but, in the case of Company Recommendation in response Parent, prior to the occurrence receipt of an the Requisite Parent Vote, Parent may effect a Parent Adverse Recommendation Change; in each case, if (A) prior to effecting the Company Adverse Recommendation Change or Parent Adverse Recommendation Change, as applicable, such party promptly notifies the other party, in writing, at least five Business Days (the “Intervening Event if the Company Board (or any duly authorized committee thereofNotice Period”) determines in good faith, after consultation with the Company’s outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) that the failure to effect a Change of Company Recommendation in response to such Intervening Event would be inconsistent with its fiduciary duties under applicable Law, in each case only if: (i) the Company has first given Parent advance written notice at least three (3) Business Days prior to before taking such action of its intention intent to take consider such actionaction (which notice shall not, specifying the reasons therefor by itself, constitute a Company Adverse Recommendation Change or Parent Adverse Recommendation Change, as applicable), and including which notice shall include a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice underlying facts giving rise to, and the public announcement of reasons for taking, such delivery shall not constitute a Change of Company Recommendation)action, (iiB) prior to effecting such Change of Company Recommendation, the Company party shall, and shall cause its Representatives to, during the Intervening Event Notice Period, negotiate with Parent the other party in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate so that the basis underlying facts giving rise to, and the reasons for a Change taking such action, ceases to constitute an Intervening Event, if the other party, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of Company Recommendationthe Intervening Event Notice Period, there is any material development in an Intervening Event, the Intervening Event Notice Period shall be extended, if applicable, to ensure that at least three Business Days remains in the Intervening Event Notice Period subsequent to the time such party notifies the other party of any such material development (it being understood that there may be multiple extensions)), and (iiiC) following the end such party’s board of such three (3) Business Day period, the Company Board directors (or any duly authorized a committee thereof) determines in good faith, after consultation consulting with the Company’s outside legal counsel and after considering any writtenand, binding and irrevocable amendments to in the terms and conditions case of this Agreement proposed by Parent during such three (3) Business Day periodParent, its financial advisor, that the failure to make effect such Company Adverse Recommendation Change or Parent Adverse Recommendation Change, as applicable, after taking into account any adjustments made by the other party during the Intervening Event Notice Period, would continue to constitute a Change breach of Company Recommendation would be inconsistent with its fiduciary duties under applicable Law. The parties acknowledge and hereby agree that any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, as applicable, effected (or proposed to be effected) in response to or in connection with any Takeover Proposal may be made solely and exclusively pursuant to Section 5.04(d) only, and may not be made pursuant to this Section 5.04(e), and any Company Adverse Recommendation Change or Parent Adverse Recommendation Change, as applicable, may only be made pursuant to this Section 5.04 and no other provisions of this Agreement.

Intervening Event. Notwithstanding anything to the contrary set forth in this Agreementherein, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and prior to the time the Company Stockholder Shareholder Approval is obtained, but not after, the Board of Directors of the Company Board (or any duly authorized committee thereof) may effect a Company Adverse Recommendation Change involving the actions contemplated by clauses (i)(A) and (i)(B) of Company Recommendation Section 7.02(d) in response to any development, fact, change, event, effect, occurrence or circumstance that (A) does not relate to a Superior Proposal (which is addressed under Section 7.02(e)) and (B) is not known (or the occurrence material consequences of an Intervening Event if which are not known) to the Board of Directors of the Company as of the date hereof if (1) the Board of Directors of the Company (or any duly authorized committee thereof) determines has determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel (x) counsel, that an Intervening Event has occurred and is continuing and (y) that the failure to effect a Change of Company Recommendation in response take such action would be reasonably likely to such Intervening Event would be inconsistent with its the directors’ fiduciary duties under applicable Law, in each case only if: Law and (i2) the Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action action, the Board of Directors of the Company (or any committee thereof) has given Parent at least three Business Days’ prior written notice of its intention to take such action, specifying action which notice will identify the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that for the delivery of such notice and the public announcement of such delivery shall not constitute a Change of proposed Company Recommendation), (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate the basis for a Change of Company RecommendationAdverse Recommendation Change, and (iii3) following the end of such three (3) Business Day notice period, the Board of Directors of the Company Board (or any duly authorized committee thereof) determines shall have considered in good faith any revisions to this Agreement proposed in writing by Parent and shall have determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a effect such Company Adverse Recommendation Change of Company Recommendation would be reasonably likely to be inconsistent with its the directors’ fiduciary duties under applicable Law. For the avoidance of doubt, a Company Adverse Recommendation Change pursuant to this Section 7.02(f) shall not give rise to any termination right for the Company.

Intervening Event. Notwithstanding anything to the contrary set forth in this Agreementherein, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and prior to the time the Company Stockholder Approval is obtainedOffer Closing, the Company Board (or any duly authorized committee thereof) may only effect a Company Adverse Recommendation Change of Company Recommendation that does not relate to a Takeover Proposal if it is in response to any material development, fact, change, event, effect, occurrence or circumstance with respect to the occurrence Company that was not known or reasonably foreseeable (or the material consequences of which were not known or reasonably foreseeable) by the Company or the Company Board as of the date hereof (excluding the Company exceeding internal or published projections, forecasts or revenue or earning predictions for any period (an "Excluded Event"), it being understood that the facts or occurrences giving rise or contributing to an Excluded Event shall not be so excluded) (an "Intervening Event Event") if (1) the Company Board (or any duly authorized committee thereof) determines has determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) counsel, that the failure to effect a Change of Company Recommendation in response take such action would be reasonably likely to such Intervening Event would be inconsistent with its the directors' fiduciary duties under applicable Law, in each case only if: Law (i) it being understood that the Company has first given Parent advance written notice at least three Board (3or any committee thereof) Business Days in making such determination may consider an Intervening Event alone or together with developments, facts, changes, events, effects, occurrences or circumstances that were known or reasonably foreseeable by the Company or the Company Board as of the date hereof), (2) prior to taking such action action, the Company Board (or any committee thereof) has given Parent at least three Business Days' prior written notice of its intention to take such action, specifying action which notice shall identify the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that for the delivery of such notice and the public announcement of such delivery shall not constitute a Change of proposed Company Recommendation), (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate the basis for a Change of Company RecommendationAdverse Recommendation Change, and (iii3) following the end of such three (3) Business Day notice period, the Company Board (or any duly authorized committee thereof) determines shall have considered in good faith any revisions to this Agreement proposed in writing by Parent and shall have determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a effect such Company Adverse Recommendation Change of Company Recommendation would be reasonably likely to be inconsistent with its the directors' fiduciary duties under applicable Law. For the avoidance of doubt, a Company Adverse Recommendation Change pursuant to this Section 7.3(d) shall not give rise to any termination right by the Company.

Intervening Event. Notwithstanding anything to the contrary set forth in this AgreementSection ‎6.2(c)(i), the board of directors of the Company, on the one hand, and Parent, on the other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and hand, may at any time prior to (but not after) obtaining the time Requisite Company Vote (in the case of the Company) or the Requisite Parent Vote (in the case of Parent) effect an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, if (i) a Company Intervening Event (in the case of the Company) or Parent Intervening Event (in the case of Parent) occurs and (ii) the board of directors of the Company Stockholder Approval is obtained, (in the case of a Company Board Intervening Event) or Parent (or any duly authorized committee thereof) may effect in the case of a Change of Company Recommendation in response to the occurrence of an Parent Intervening Event if the Company Board (or any duly authorized committee thereofEvent) determines in good faith, after consultation with the Company’s its outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) financial advisor, that the failure to effect a Change of an Adverse Company Recommendation Change (in the case of the Company) or an Adverse Parent Recommendation Change (in the case of Parent) in response to such Company Intervening Event or Parent Intervening Event would be inconsistent with its fiduciary duties under applicable Law, Delaware law; provided that the board of directors of the party in each case only if: (i) the respect of which such Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that in the case of the Company) or Parent Intervening Event (in the case of Parent) has first (x) caused such party to provide the other party at least four business days’ prior written notice of its intent to effect such an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, which shall specify in reasonable detail the circumstances related to such determination, (y) caused such party and its Representatives to negotiate, to the extent the other party so wishes to negotiate, during such four business day period following delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation)notice, (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (with the other party concerning any revisions to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate and/or any Voting Agreement that the basis for a Change of other party wishes to propose in response to such Company Recommendation, Intervening Event or Parent Intervening Event and (iiiz) following the end of such three after complying with clause (3x) Business Day periodand clause (y), the Company Board (or any duly authorized committee thereof) determines determined in good faith, after consultation with the Company’s its outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodfinancial advisor, that the failure to make a Change of effect an Adverse Company Recommendation would Change (in the case of the Company) or Adverse Parent Recommendation Change (in the case of Parent) in response to such Company Intervening Event or Parent Intervening Event continues to be inconsistent with its fiduciary duties under applicable LawDelaware law after taking into account any changes committed in writing to be made to this Agreement and any Voting Agreement by the other party.

Intervening Event. Notwithstanding anything contrary set forth in this AgreementSection 5.03(d), other than in connection with a Competing Proposal (which shall be at any time prior to obtaining the Company Shareholder Approval, and subject to Section 5.04(b) and shall not be subject to the Company’s compliance at all times with the provisions of this Section 5.04(c)) and prior 5.03, solely in response to the time the Company Stockholder Approval is obtaineda Intervening Event, the Company Board may make an Adverse Recommendation Change described in clause (or any duly authorized committee thereofA) may effect a Change of Company Recommendation in response to the occurrence of an Intervening Event definition thereof if the Company Board (or any duly authorized committee thereofi) determines in good faith, after consultation with the Company’s its outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) financial advisor, that the failure to effect a make such Adverse Recommendation Change of Company Recommendation in response to such Intervening Event would reasonably likely be inconsistent with its the Company Board’s fiduciary duties under applicable Law, in each case only if: and (iii) provides written notice to Parent (a “Recommendation Change Notice”) advising Parent that the Company Board has resolved to make an Adverse Recommendation Change under this Section 5.03(f) and specifying the facts and information constituting the basis for such determination; provided, however, that (x) the Company has first given Parent advance written notice at least three Board may not make such an Adverse Recommendation Change until the fourth (34th) Business Days prior to taking such action Day after receipt by Parent of its intention to take such action, specifying the reasons therefor Recommendation Change Notice and including a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation), (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiatey) during such three four (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate the basis for a Change of Company Recommendation, and (iii) following the end of such three (34) Business Day period, if requested by Parent, the Company shall negotiate in good faith with respect to any changes or modifications to this Agreement, including by permitting Parent and its Representatives to make a presentation to the Company Board (or regarding this Agreement and any duly authorized committee thereof) determines adjustments with respect thereto, and, at the end of such applicable notice period, the Company Board must have in good faith, faith (after consultation with the Company’s its outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3financial advisors) Business Day period, reaffirmed its determination that the failure to make a such Adverse Recommendation Change of Company Recommendation would reasonably likely be inconsistent with its the Company Board’s fiduciary duties under applicable Law.

Intervening Event. Notwithstanding anything In addition, and notwithstanding any provision to the contrary set forth in this AgreementSection 5.3, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and at any time prior to the time the Company Stockholder Approval is has been obtained, the Company Board may, in response to a material development or change in material circumstances occurring or arising after the Agreement Date, the existence and material consequences of which were neither known nor reasonably foreseeable by the Company Board at or prior to the Agreement Date (and not relating to any Acquisition Proposal) (such material development or any duly authorized committee thereof) may effect change in circumstances, an “Intervening Event”), make a Change of Company Recommendation in response to the occurrence of an Intervening Event if the Company Board (or any duly authorized committee thereof) determines has in good faithfaith determined, after consultation with the Company’s its outside legal counsel (x) that an counsel, that, in light of such Intervening Event has occurred and is continuing and taking into account the results of any negotiation with Parent as contemplated by clause (y) that of this paragraph and any offer from Parent contemplated by clause (z) of this paragraph, the failure Company Board is required to effect a Change of Company Recommendation in response order to such Intervening Event would be inconsistent comply with its fiduciary duties obligations to the Company’s stockholders under applicable Law, in each case only if: Legal Requirements; provided that (ix) the Company has first given provided to Parent advance written notice at least three Business Days’ prior written notice (3the “Notice of Intervening Event”) (unless the Intervening Event arises fewer than three Business Days prior to taking the Company Stockholders Meeting in which case such action of its intention notice shall be given as promptly as practicable) advising Parent that the Company Board intends to take such action, action and specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation)in reasonable detail, (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiatey) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate the basis for a Change of Company Recommendation, and (iii) following the end of such three (3) Business Day period, the Company Board (or any duly authorized committee thereof) determines has, if requested by Parent, engaged in good faithfaith negotiations with Parent to amend this Agreement in such a manner that obviates the need for a Change of Recommendation as a result of the Intervening Event, and (z) Parent shall not have, during such three Business Day period, offered to amend this Agreement that the Company Board concludes in good faith (after consultation with the Company’s its outside legal counsel and a financial advisor of national standing) would obviate the need for the Company Board to effect such Change of Recommendation (it being agreed that (A) the Company Board shall convene a meeting to consider any such offer by Parent following the receipt thereof, (B) that the Company Board will not effect a Change of Recommendation for three Business Days after considering receipt by Parent of the Notice of Intervening Event and (C) any writtenchange in the facts, binding and irrevocable amendments events or circumstances related to the terms Intervening Event shall require a new Notice of Intervening Event to Parent and conditions of this Agreement proposed by Parent during such a new three (3) Business Day period). For the avoidance of doubt, in the absence of another Intervening Event, a determination by the Company Board after the Agreement Date that the failure to make a Change Per-Share Cash Amount payable in the Merger is not sufficient shall not constitute an Intervening Event in and of Company Recommendation would be inconsistent with its fiduciary duties under applicable Lawitself.

Intervening Event. Notwithstanding anything to the contrary set forth in this Agreementherein, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and prior to the time the Company Stockholder Approval is obtainedOffer Closing, the Company Board (or any duly authorized committee thereof) may only effect a Company Adverse Recommendation Change of Company Recommendation that does not relate to a Takeover Proposal if it is in response to any material development, fact, change, event, effect, occurrence or circumstance with respect to the occurrence Company that was not known or reasonably foreseeable (or the material consequences of which were not known or reasonably foreseeable) by the Company or the Company Board as of the date hereof (excluding the Company exceeding internal or published projections, forecasts or revenue or earning predictions for any period (an “Excluded Event”), it being understood that the facts or occurrences giving rise or contributing to an Excluded Event shall not be so excluded) (an “Intervening Event Event”) if (1) the Company Board (or any duly authorized committee thereof) determines has determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) counsel, that the failure to effect a Change of Company Recommendation in response take such action would be reasonably likely to such Intervening Event would be inconsistent with its the directors’ fiduciary duties under applicable Law, in each case only if: Law (i) it being understood that the Company has first given Parent advance written notice at least three Board (3or any committee thereof) Business Days in making such determination may consider an Intervening Event alone or together with developments, facts, changes, events, effects, occurrences or circumstances that were known or reasonably foreseeable by the Company or the Company Board as of the date hereof), (2) prior to taking such action action, the Company Board (or any committee thereof) has given Parent at least three Business Days’ prior written notice of its intention to take such action, specifying action which notice shall identify the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that for the delivery of such notice and the public announcement of such delivery shall not constitute a Change of proposed Company Recommendation), (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate the basis for a Change of Company RecommendationAdverse Recommendation Change, and (iii3) following the end of such three (3) Business Day notice period, the Company Board (or any duly authorized committee thereof) determines shall have considered in good faith any revisions to this Agreement proposed in writing by Parent and shall have determined in good faith, after consultation with the Company’s its financial advisor and outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a effect such Company Adverse Recommendation Change of Company Recommendation would be reasonably likely to be inconsistent with its the directors’ fiduciary duties under applicable Law. For the avoidance of doubt, a Company Adverse Recommendation Change pursuant to this Section 7.3(d) shall not give rise to any termination right by the Company.

Intervening Event. Notwithstanding anything to the contrary set forth in this AgreementSection 6.2(c), the board of directors of the Company, on the one hand, and the board of directors of Parent, on the other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and hand, may at any time prior to (but not after) obtaining the time Requisite Company Vote (in the case of the Company) or the Requisite Parent Vote (in the case of Parent) effect an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, respectively, if (i) a Company Intervening Event (in the case of the Company) or Parent Intervening Event (in the case of Parent) occurs and (ii) the board of directors of the Company Stockholder Approval is obtained, (in the case of a Company Board Intervening Event) or Parent (or any duly authorized committee thereof) may effect in the case of a Change of Company Recommendation in response to the occurrence of an Parent Intervening Event if the Company Board (or any duly authorized committee thereofEvent) determines in good faith, after consultation with the Company’s its outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) financial advisor, that the failure to effect a Change of an Adverse Company Recommendation Change (in the case of the Company) or an Adverse Parent Recommendation Change (in the case of Parent) in response to such Company Intervening Event or Parent Intervening Event, respectively, would be inconsistent with its fiduciary duties under applicable Law, ; provided that the board of directors of the Party in each case only if: (i) the respect of which such Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that in the case of the Company) or Parent Intervening Event (in the case of Parent) occurs has first (x) caused such Party to provide the other Party at least four Business Days’ prior written notice of its intent to effect such an Adverse Company Recommendation Change or Adverse Parent Recommendation Change, which shall specify in reasonable detail the circumstances related to such determination, (y) caused such Party and its Representatives to negotiate, to the extent the other Party so wishes to negotiate, during such four Business Day period following delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation)notice, (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, negotiate with Parent in good faith (with the other Party concerning any revisions to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate that the basis for a Change of other Party wishes to propose in response to such Company RecommendationIntervening Event or Parent Intervening Event, and (iiiz) following the end of such three after complying with clause (3x) Business Day periodand clause (y), the Company Board (or any duly authorized committee thereof) determines determined in good faith, after consultation with the Company’s its outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodfinancial advisor, that the failure to make a Change of effect an Adverse Company Recommendation would Change (in the case of the Company) or Adverse Parent Recommendation Change (in the case of Parent) in response to such Company Intervening Event or Parent Intervening Event, respectively, continues to be inconsistent with its fiduciary duties under applicable LawLaw after taking into account any changes committed in writing to be made to this Agreement by the other Party.

Intervening Event. Notwithstanding anything contrary The board of directors of the Company or any committee of the board of directors shall be entitled to make any Change of Recommendation in connection with an Intervening Event (to the extent such Change of Recommendation is permitted under Section 6.2(d)), only if (A) the Company shall have delivered to Parent a written notice (an “Intervening Event Notice”) (1) stating that the board of directors of the Company intends to take such actions pursuant to Section 6.2(d); (2) stating that the board of directors of the Company has made the determinations set forth in this Agreement, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(bSections 6.2(d)(i) and shall not be subject to this Section 5.04(c6.2(d)(ii)) ; and prior to the time the Company Stockholder Approval is obtained, the Company Board (or any duly authorized committee thereof) may effect a Change of Company Recommendation in response to the occurrence of an Intervening Event if the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) that the failure to effect a Change of Company Recommendation in response to such Intervening Event would be inconsistent with its fiduciary duties under applicable Law, in each case only if: (i) the Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action of its intention to take such action, specifying the reasons therefor and including a reasonably detailed description summary, in all material respects, of the Intervening Event; and (B) the Intervening Event Negotiation Period, as may be extended, has expired. During the five business day period commencing on the date of Parent’s receipt of such Intervening Event Notice (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation“Intervening Event Negotiation Period”), (ii) prior to effecting such Change of Company Recommendation, the Company shallshall engage, and shall cause its Representatives toto be available for the purpose of engaging, negotiate with Parent in good faith negotiations with Parent (to the extent Parent requests in writing desires to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions regarding an amendment of this Agreement as such that the board of directors of the Company, or such committee of the board of directors, would obviate no longer be required or permitted to take such actions pursuant to Section 6.2(d). Each time there is a material change to the basis for a Change of Company Recommendation, and (iii) following facts or circumstances relating to the end of such three (3) Business Day periodIntervening Event, the Company Board shall be required to deliver to Parent a new Intervening Event Notice (or any duly authorized committee thereof) determines in good faithincluding, after consultation with as attachments thereto, a summary of the Company’s outside legal counsel and after considering any written, binding and irrevocable amendments changes to the terms facts and conditions circumstances relating to the Intervening Event) and the Intervening Event Negotiation Period shall be extended by an additional three business days from the date of this Agreement proposed by Parent during Parent’s receipt of such three (3) Business Day period, that the failure to make a Change of Company Recommendation would be inconsistent with its fiduciary duties under applicable Lawnew Intervening Event Notice.

Intervening Event. Notwithstanding anything to the contrary set forth in this Agreementcontained herein, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and at any time prior to the time receipt of the Requisite Company Vote, the Company Stockholder Approval is obtainedBoard, upon the recommendation of the Special Committee, may effect a Company Adverse Recommendation Change in response to an Intervening Event, if prior to taking such action: (i) the Company Board (or any duly authorized committee thereof) may effect a Change acting on recommendation of Company Recommendation in response to the occurrence of an Intervening Event if the Company Board (or any duly authorized committee thereofSpecial Committee) determines in good faith, after consultation with the Company’s its financial advisors and outside legal counsel counsel, that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law and (xii) the Company shall have given five (5) days (the “Intervening Event Notice Period”) prior written notice to Parent that the Company has determined an Intervening Event has occurred or arisen (which notice will reasonably describe such Intervening Event) and is continuing and (y) that the failure Company intends to effect a Change of Company Adverse Recommendation in response to such Intervening Event would be inconsistent with its fiduciary duties under applicable Law, in each case only if: Change; (iiii) the Company has first given Parent advance written notice at least three (3) Business Days prior to taking such action of or the Special Committee, as applicable, and its intention to take such action, specifying Representatives during the reasons therefor and including a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice and the public announcement of such delivery shall not constitute a Change of Company Recommendation), (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives toNotice Period, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement Agreement, if proposed by Parent in its sole discretion, as would obviate the basis for a Change of Company Recommendation, and (iii) following the end of such three (3) Business Day period, permit the Company Board (or any duly authorized committee thereofacting on recommendation of the Special Committee) not to make a Company Adverse Recommendation Change with respect to such Intervening Event; and (iv) the Company Board (acting on recommendation of the Special Committee) determines in good faith, after consultation consulting with the Company’s its financial advisors and outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a Company Adverse Recommendation Change of Company Recommendation with respect to such Intervening Event would be reasonably likely to be inconsistent with its the Company Board’s fiduciary duties under applicable LawLaw after taking into account any adjustments made by Parent during the Intervening Event Notice Period in the terms and conditions of this Agreement.

Intervening Event. Notwithstanding anything to the contrary set forth in the foregoing, in response to an Intervening Event that has occurred after the date of this Agreement, other than in connection with a Competing Proposal (which shall be subject to Section 5.04(b) and shall not be subject to this Section 5.04(c)) and Agreement but prior to the time the Company Stockholder Approval is obtainedOffer Closing, the Company Board (or any duly authorized committee thereof) may effect a Company Adverse Recommendation Change of Company Recommendation in response to the occurrence of an Intervening Event if the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s outside legal counsel (x) that an Intervening Event has occurred and is continuing and (y) that the failure to effect a Change of Company Recommendation in response to such Intervening Event would be inconsistent with its fiduciary duties under applicable Law, in each case only if: (i) prior to effecting the Company has first given Parent advance written notice Adverse Recommendation Change, the Company promptly notifies Parent, in writing, at least three (3) four Business Days prior to (the “Intervening Event Notice Period”) before taking such action of its intention intent to take consider such actionaction (a “Notice of Intervening Event”) (which notice shall not, specifying the reasons therefor by itself, constitute a Company Adverse Recommendation Change), and including which notice shall include a reasonably detailed description of such Intervening Event (it being agreed that the delivery of such notice underlying facts giving rise to, and the public announcement of reasons for taking, such delivery shall not constitute a Change of Company Recommendation), action; (ii) prior to effecting such Change of Company Recommendation, the Company shall, and shall cause its Representatives to, during the Intervening Event Notice Period, negotiate with Parent in good faith (to the extent Parent requests in writing to so negotiate) during such three (3) Business Day period to make such adjustments in the terms and conditions of this Agreement as would obviate so that the basis underlying facts giving rise to, and the reasons for taking such action, cease to constitute an Intervening Event, if Parent, in its discretion, proposes to make such adjustments (it being understood and agreed that the occurrence of a Change material modification to such Intervening Event shall require a new Notice of Company Recommendation, Intervening Event with a new two business day notice period following Parent’s receipt of such Notice of Intervening Event) (it being understood that there may be multiple extensions); and (iii) following the end of such three (3) Business Day period, the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation consulting with the Company’s its financial advisors and outside legal counsel and after considering any written, binding and irrevocable amendments to the terms and conditions of this Agreement proposed by Parent during such three (3) Business Day periodcounsel, that the failure to make a Change of effect such Company Adverse Recommendation Change, after taking into account any adjustments made by Parent during the Intervening Event Notice Period, would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.