Common use of Modification in Recommendation Clause in Contracts

Modification in Recommendation. The Parent Board shall not withdraw, amend, qualify or modify its recommendation to the Parent Shareholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the Parent Shareholders, a “Modification in Recommendation”); provided, that the Parent Board may make a Modification in Recommendation if it determines in good faith, after consultation with its outside legal counsel, in response to an Intervening Event, that a failure to make a Modification in Recommendation would be inconsistent with its fiduciary obligations to the Parent Shareholders under applicable Law; provided, further, that: (i) Parent shall have delivered written notice to the Company of its intention to make a Modification in Recommendation at least five (5) Business Days prior to the taking of such action by Parent, (ii) during such period and prior to making a Modification in Recommendation, if requested by the Company, Parent shall have negotiated in good faith with the Company regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the Parent Board to reaffirm its recommendation and not make such Modification in Recommendation and (iii) if the Company requested negotiations in accordance with clause (ii), Parent may make a Modification in Recommendation only if the Parent Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5) Business Day period, offered in writing to Parent, continues to determine in good faith that failure to make a Modification in Recommendation would be inconsistent with its fiduciary duties to the Parent Shareholders under applicable Law. To the fullest extent permitted by applicable Law, Parent’s obligations to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Meeting shall not be affected by any Modification in Recommendation and Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Meeting and submit for approval the Transaction Proposals irrespective of whether a Modification in Recommendation has occurred.

Modification in Recommendation. The Parent Board board of directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the Parent Acquiror Shareholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the Parent ShareholdersAcquiror Shareholders described in the Recitals hereto, a “Modification in Recommendation”); provided, that the Parent Board board of directors of Acquiror may make a Modification in Recommendation if it determines in good faith, after consultation with its outside legal counsel, in response to an Intervening Event, that a failure to make a Modification in Recommendation would be inconsistent with its fiduciary obligations to the Parent Acquiror Shareholders under applicable Law; provided, further, that: (i) Parent Acquiror shall have delivered written notice to the Company of its intention to make a Modification in Recommendation at least five (5) Business Days prior to the taking of such action by ParentAcquiror, (ii) during such period and prior to making a Modification in Recommendation, if requested by the Company, Parent Acquiror shall have negotiated in good faith with the Company regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the Parent Board board of directors of Acquiror to reaffirm its recommendation and not make such Modification in Recommendation and (iii) if the Company requested negotiations in accordance with clause (ii), Parent Acquiror may make a Modification in Recommendation only if the Parent Boardboard of directors of Acquiror, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5) Business Day period, offered in writing to Parent, continues to determine in good faith that failure to make a Modification in Recommendation would be inconsistent with its fiduciary duties to the Parent Shareholders under applicable Law. To the fullest extent permitted by applicable Law, Parent’s obligations to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Meeting shall not be affected by any Modification in Recommendation and Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Meeting and submit for approval the Transaction Proposals irrespective of whether a Modification in Recommendation has occurred.five

Modification in Recommendation. The Parent Board board of directors of Acquiror shall not withdraw, amend, qualify or modify its recommendation to the Parent Acquiror Shareholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the Parent Shareholders, a “Modification in Recommendation”); provided, that the Parent Board board of directors of Acquiror may make a Modification in Recommendation if it determines in good faith, after consultation with its outside legal counsel, in response to an Intervening Eventcounsel and financial advisors, that a failure to make a Modification in Recommendation would be inconsistent with its fiduciary obligations and other duties to the Parent Acquiror Shareholders under applicable Law; provided, further, that: (i) Parent Acquiror shall have delivered written notice use its reasonable best efforts to notify the Company of its intention to make a Modification in Recommendation at least five two (52) Business Days prior to the taking of such action by ParentAcquiror, (ii) during such period and prior to making a Modification in Recommendation, if requested by the Company, Parent Acquiror shall have negotiated use reasonable best efforts to negotiate in good faith with the Company regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the Parent Board board of directors of Acquiror to reaffirm its recommendation and not make such Modification in Recommendation and (iii) if the Company requested negotiations in accordance with clause (ii), Parent Acquiror may make a Modification in Recommendation only if the Parent Boardboard of directors of Acquiror, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five two (52) Business Day period, offered in writing to ParentAcquiror, continues to determine in good faith that failure to make a Modification in Recommendation would be inconsistent with its fiduciary and other duties to the Parent Acquiror Shareholders under applicable Law. To the fullest extent permitted by applicable Law, Parentin no event shall any of the following (or the effect of any of the following), alone or in combination, permit or justify, or be taken into account in determining whether to make, a Modification in Recommendation: (A) meeting, failing to meet or exceeding projections of the Company and its Subsidiaries; (B) any actions required to be taken pursuant to this Agreement; and (C) any changes in the price of Acquiror Common Stock. To the fullest extent permitted by applicable Law, (x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Acquiror Shareholders’ Meeting shall not be affected by any Modification in Recommendation and Parent (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Acquiror Shareholders’ Meeting and submit for approval the Transaction Proposals irrespective of whether a and (z) provided that there has been no Modification in Recommendation Recommendation, Acquiror shall use its reasonable best efforts to take all actions necessary to obtain the Acquiror Shareholder Approval at the Acquiror Shareholders’ Meeting, including as such Acquiror Shareholders’ Meeting may be adjourned or postponed in accordance with this Agreement, including by soliciting proxies in accordance with applicable Law for the purpose of seeking the Acquiror Shareholder Approval. Acquiror may only adjourn the Acquiror Shareholders’ Meeting (I) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approval, (II) for the absence of a quorum and (III) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has occurreddetermined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Acquiror Shareholders prior to the Acquiror Shareholders’ Meeting; provided, that the Acquiror Shareholders’ Meeting (1) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (2) shall not be held later than three (3) Business Days prior to the Agreement End Date.

Modification in Recommendation. The Parent Acquiror Board shall not withdraw, amend, qualify or modify its recommendation to the Parent Shareholders Acquiror Stockholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the Parent ShareholdersAcquiror Stockholders described in the recitals hereto, a “Modification in Recommendation”); provided, that the Parent Acquiror Board may make a Modification in Recommendation if it as a result of an Acquiror Intervening Event, the Acquiror Board determines in good faith, after consultation with its outside legal counsel, in response to an Intervening Event, that a failure to make a Modification in Recommendation would reasonably be expected to be a breach of, or be inconsistent with with, its fiduciary obligations to the Parent Shareholders Acquiror Stockholders under applicable Law; provided, further, that: (i) Parent Acquiror shall have delivered written notice to the Company advising the Company that the Acquiror Board proposes to take such action in response to an Acquiror Intervening Event and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred and of its intention to make a Modification in Recommendation as a result of an Acquiror Intervening Event at least five (5) Business Days prior to the taking of such action by ParentAcquiror (in each case, it being acknowledged that such notice shall not itself constitute a breach of this Agreement), (ii) during such period and prior to making a Modification in Recommendation, if requested by the Company, Parent Acquiror shall have negotiated in good faith with the Company regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the Parent Acquiror Board to reaffirm its recommendation and not make such Modification in Recommendation and (iii) if the Company requested negotiations in accordance with clause (ii), Parent Acquiror may make a Modification in Recommendation only if the Parent Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5) Business Day periodperiod (it being understood that any material development with respect to an Acquiror Intervening Event, in each case, shall require a new notice but with an additional two (2) Business Day (instead of five (5) Business Day) period from the date of such notice), offered in writing to ParentAcquiror, continues to determine in good faith that failure to make a Modification in Recommendation would be a breach of, or inconsistent with with, its fiduciary duties to the Parent Shareholders Acquiror Stockholders under applicable Law. Notwithstanding anything to the contrary in this Section 8.2(c), in no event shall any of the following (or the effect of any of the following), alone or in combination, permit or justify, or be taken into account in determining whether to make, a Modification in Recommendation: (A) meeting, failing to meet or exceeding projections of the Company and its Subsidiaries (in and of itself, but without preventing a determination of a Modification in Recommendation as to the Events underlying such change); (B) any actions required to be taken pursuant to this Agreement; and (C) any changes in the price of Acquiror Common Stock (in and of itself, but without preventing a determination of a Modification in Recommendation as to the Events underlying such change). To the fullest extent permitted by applicable Law, Parent(x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation and Parent (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals irrespective of whether a and (z) provided, that there has been no Modification in Recommendation Recommendation, Acquiror shall use its reasonable best efforts to take all actions necessary to obtain the Acquiror Stockholder Approval at the Acquiror Stockholders’ Meeting, including as such Acquiror Stockholders’ Meeting may be adjourned or postponed in accordance with this Agreement, including by soliciting proxies in accordance with applicable Law for the purpose of seeking the Acquiror Stockholder Approval. Acquiror may only adjourn the Acquiror Stockholders’ Meeting (I) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (II) for the absence of a quorum and (III) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has occurreddetermined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Acquiror Stockholders prior to the Acquiror Stockholders’ Meeting; provided, that the Acquiror Stockholders’ Meeting (1) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (2) shall not be held later than three (3) Business Days prior to the Agreement End Date.

Modification in Recommendation. The Parent Acquiror Board shall not withdraw, amend, qualify or modify its recommendation to the Parent Shareholders Acquiror Stockholders that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the Parent ShareholdersAcquiror Stockholders described in the Recitals hereto, a “Modification in Recommendation”); provided, that the Parent Acquiror Board may make a Modification in Recommendation if it as a result of an Acquiror Intervening Event, the Acquiror Board determines in good faith, after consultation with its outside legal counsel, in response to an Intervening Event, that a failure to make a Modification in Recommendation would be inconsistent a breach of with its fiduciary obligations to the Parent Shareholders Acquiror Stockholders under applicable Law; provided, further, that: (i) Parent Acquiror shall have delivered written notice to the Company advising the Company that the Acquiror Board proposes to take such action in response to an Acquiror Intervening Event and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred of its intention to make a Modification in Recommendation as a result of an Acquiror Intervening Event at least five (5) Business Days prior to the taking of such action by ParentAcquiror (in each case, it being acknowledged that such notice shall not itself constitute a breach of this Agreement), (ii) during such period and prior to making a Modification in Recommendation, if requested by the Company, Parent Acquiror shall have negotiated in good faith with the Company regarding any revisions or adjustments proposed by the Company to the terms and conditions of this Agreement as would enable the Parent Acquiror Board to reaffirm its recommendation and not make such Modification in Recommendation and (iii) if the Company requested negotiations in accordance with clause (ii), Parent Acquiror may make a Modification in Recommendation only if the Parent Acquiror Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five (5) Business Day periodperiod (it being understood that any material development with respect to an Acquiror Intervening Event, in each case, shall require a new notice but with an additional two (2) Business Day (instead of five (5) Business Day) period from the date of such notice), offered in writing to ParentAcquiror, continues to determine in good faith that failure to make a Modification in Recommendation would be inconsistent with a breach of its fiduciary duties to the Parent Shareholders Acquiror Stockholders under applicable Law. Notwithstanding anything to the contrary in this Section 8.2(c), in no event shall any of the following (or the effect of any of the following), alone or in combination, permit or justify, or be taken into account in determining whether to make, a Modification in Recommendation: (A) meeting, failing to meet or exceeding projections of the Company and its Subsidiaries; (B) any actions required to be taken pursuant to this Agreement; and (C) any changes in the price of Acquiror Common Stock. To the fullest extent permitted by applicable Law, Parent(x) Acquiror’s obligations to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Acquiror Stockholders’ Meeting shall not be affected by any Modification in Recommendation and Parent (y) Acquiror agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Shareholders Acquiror Stockholders’ Meeting and submit for approval the Transaction Proposals irrespective of whether a and (z) provided that there has been no Modification in Recommendation Recommendation, Acquiror shall use its reasonable best efforts to take all actions necessary to obtain the Acquiror Stockholder Approval at the Acquiror Stockholders’ Meeting, including as such Acquiror Stockholders’ Meeting may be adjourned or postponed in accordance with this Agreement, including by soliciting proxies in accordance with applicable Law for the purpose of seeking the Acquiror Stockholder Approval. Acquiror may only adjourn the Acquiror Stockholders’ Meeting (I) to solicit additional proxies for the purpose of obtaining the Acquiror Stockholder Approval, (II) for the absence of a quorum and (III) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Acquiror has occurreddetermined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Acquiror Stockholders prior to the Acquiror Stockholders’ Meeting; provided, that the Acquiror Stockholders’ Meeting (1) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Acquiror Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (2) shall not be held later than three (3) Business Days prior to the Agreement End Date.