Common use of No Change in Recommendation or Alternative Acquisition Agreement Clause in Contracts

No Change in Recommendation or Alternative Acquisition Agreement. (a) Except as provided in Section 6.6.6, the Board and each committee of the Board shall not (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Purchaser, the Board Recommendation, fail to include the Board Recommendation in the Proxy Statement, fail to publicly reaffirm the Board Recommendation within three (3) Business Days after Purchaser requests in writing that such action be taken, or adopt, approve, recommend or otherwise declare advisable (or publicly propose or resolve to adopt, approve, recommend or otherwise declare advisable) any Acquisition Proposal or make or authorize the making of any public statement (oral or written) that has the substantive effect of such a withdrawal, qualification or modification (each, a “Change in Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, cause or permit Seller to execute or enter into any Contract, including any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, license agreement, partnership agreement, lease agreement or other agreement (other than an Acceptable Confidentiality Agreement referred to in Section 6.6.2 entered into in compliance therewith) with respect to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal or requiring, or reasonably expected to cause, Seller (or that would require Seller) to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the transactions contemplated by this Agreement (an “Alternative Acquisition Agreement”).

No Change in Recommendation or Alternative Acquisition Agreement. (a) Except as provided From the date hereof until the termination of this Agreement in Section 6.6.6accordance with the terms hereof, the Board and each committee of the Company Board shall not not, except as permitted by this Section 6.1, (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify withdraw or modify), in a manner adverse to Purchaserthe Buyer, the Company Board Recommendation, fail to include the Board Recommendation in the Proxy Statement, fail to publicly reaffirm the Board Recommendation within three (3) Business Days after Purchaser requests in writing that such action be taken, or adopt, approve, recommend or otherwise declare advisable (or publicly propose or resolve to adopt, approve, recommend or otherwise declare advisable) any Acquisition Proposal or make or authorize the making of any public statement (oral or written) that has the substantive effect of such a withdrawal, qualification or modification (each, a “Change in Recommendation”) or (ii) adopt, approve, recommend approve or declare advisablerecommend, or propose publicly to approveapprove or recommend, recommend or declare advisable, cause the Company or permit Seller any of its Subsidiaries to execute or enter into any Contract, including any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, license agreement, partnership agreement, lease agreement or other similar agreement (other than an Acceptable Confidentiality Agreement referred to in Section 6.6.2 entered into in compliance therewith) with respect to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal or requiring, or reasonably expected to cause, Seller (or that would require Seller) to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the transactions contemplated by this Agreement (an “Alternative Acquisition Agreement”) providing for the consummation of a transaction contemplated by any Acquisition Proposal (other than a confidentiality agreement referred to in Section 6.1(a) entered into in the circumstances referred to in Section 6.1(a) and except as otherwise permitted by this Section 6.1); and (iii) adopt, approve or recommend any Acquisition Proposal (any action described in clauses (i) or (iii) being referred to as a “Company Adverse Recommendation Change”). Notwithstanding anything to the contrary set forth in this Agreement (but subject to the next sentence), the Company or the Company Board may take any action otherwise prohibited by this Section 6.1(c) if the Company Board determines in good faith, after consultation with outside counsel, that such action is necessary to comply with its fiduciary obligations under applicable Law or that failure to take such action could violate their fiduciary duties to the Company or its stockholders; provided, however, that no Company Adverse Recommendation Change may be made in response to a Superior Proposal until the third Business Day following the Company’s delivery to Buyer of written notice (unless at the time such notice is otherwise required to be given there are less than three Business Days prior to the Company Stockholders Meeting, in which case the Company shall provide as much notice as is reasonably practicable) from the Company (a “Company Adverse Recommendation Notice”) advising the Buyer that the Company Board intends to make such Company Adverse Recommendation Change and specifying the terms and conditions of such Superior Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new Company Adverse Recommendation Notice and a new three Business Day period (unless at the time such notice is otherwise required to be given there are less than three Business Days prior to the Company Stockholders Meeting, in which case the Company shall provide as much notice as is reasonably practicable)). However, the Company Board shall nevertheless not make such an Adverse Recommendation Change, unless, (x) the Company notifies the Buyer in writing at least three Business Days (or such lesser period as is reasonably practicable if less than three Business Days remain before the Company Stockholders Meeting) before taking that action, of its intention to make an Adverse Recommendation Change and attaching the most current version of any proposed agreement or a detailed summary of all material terms of any such proposal and the identity of the offeror (to the extent not prohibited by any confidentiality agreement executed by the Company prior to the date hereof), and (y) the Buyer does not propose, within three Business Days (or such lesser period as specified above) after delivery by the Company of that written notification, such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its recommendation to its stockholders without an Adverse Recommendation Change.

No Change in Recommendation or Alternative Acquisition Agreement. (a) Except as provided in Section 6.6.6, Prior to the Board and each committee of the Board shall not Specified Time: (i) the Company Board shall not, except as permitted by this Section 6.1, withhold, withdrawwithdraw or modify, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify withdraw or modify), in a manner adverse to Purchaserthe Buyer, the Board Recommendation; (ii) the Company shall not approve or recommend or enter into any Alternative Acquisition Agreement that is intended to be or would reasonably be likely to result in, fail any Acquisition Proposal (other than a confidentiality agreement referred to include the Board Recommendation in Section 6.1(a) entered into in the Proxy Statementcircumstances referred to in Section 6.1(a) and except as otherwise permitted by this Section 6.1); and (iii) the Company Board shall not, fail to publicly reaffirm the Board Recommendation within three (3) Business Days after Purchaser requests except as set forth in writing that such action be taken, or adoptthis Section 6.1, approve, recommend endorse, adopt or otherwise declare advisable (recommend, or publicly propose or resolve to adopt, approve, recommend or otherwise declare advisable) any Acquisition Proposal or make or authorize the making of any public statement (oral or written) that has the substantive effect of such a withdrawal, qualification or modification (each, a “Change in Recommendation”) or (ii) adopt, approve, recommend or declare advisable, or propose to approve, recommend endorse, adopt or declare advisable, cause or permit Seller to execute or enter into any Contract, including any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, license agreement, partnership agreement, lease agreement or other agreement (other than an Acceptable Confidentiality Agreement referred to in Section 6.6.2 entered into in compliance therewith) with respect to, or that is intended to or could reasonably be expected to lead torecommend, any Acquisition Proposal Proposal. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to the Specified Time, the Company Board determines in good faith, after consultation with outside counsel, that such action is reasonably necessary to comply with its fiduciary duties under applicable Law, the Company Board may (x) withhold, withdraw or requiringmodify, or reasonably expected propose publicly to causewithhold, Seller (withdraw or that would require Seller) modify, in a manner adverse to abandon, terminate, delay the Buyer or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent withthe Acquisition Sub, the transactions contemplated by Recommendation (a “Change of Recommendation”) and/or (y) if the Company receives an unsolicited bona fide written Acquisition Proposal which the Company Board determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal, after considering all of the adjustments to the terms of this Agreement which may be offered by the Buyer including pursuant to clause (an “Alternative Acquisition Agreement”ii) below, terminate this Agreement and enter into a definitive agreement with respect to such Superior Proposal (provided that in the event of such a termination, the Company substantially concurrently enters into such definitive agreement).; provided, however, that (A) the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless, concurrently with such termination the Company pays the Termination Fee pursuant to Section 8.3(b), and otherwise complies with the provisions of Section 8.1(g), (B) the Company shall not have breached this Section 6.01, and (C):

No Change in Recommendation or Alternative Acquisition Agreement. (a) Except as provided in Section 6.6.66.2(f) and Section 6.2(g), the Board Company’s board of directors (and each committee of the Board its committees) shall not (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to PurchaserParent, the Board Recommendation, fail to include the Board Company Recommendation in the Proxy Statement, fail to publicly reaffirm the Board Recommendation within three (3) Business Days after Purchaser requests in writing that such action be taken, or adopt, approve, recommend or otherwise declare advisable (or publicly propose or resolve to adopt, approve, recommend or otherwise declare advisable) any Acquisition Proposal or make or authorize the making of any public statement (oral or written) that has the substantive effect of such a withdrawal, qualification or modification (each, a “Change in Recommendation”) or ), (ii) adopt, approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, cause or permit Seller the Company or any of its Subsidiaries to execute or enter into any Contract, including any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, license agreement, agreement partnership agreement, lease agreement or other agreement (other than an Acceptable Confidentiality Agreement referred to in Section 6.6.2 entered into in compliance therewithAgreement) with respect relating to, or that is intended to or could would reasonably be expected to lead to, any Acquisition Proposal or requiring(each, or reasonably expected to cause, Seller (or that would require Seller) to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the transactions contemplated by this Agreement (an “Alternative Acquisition Agreement”), (iii) adopt, approve or recommend, or publicly propose to adopt, approve or recommend any Acquisition Proposal or to enter into an Alternative Acquisition Agreement, (iv) fail to include the Company Recommendation in Schedule 14D-9, or (v) fail to expressly reaffirm publicly the Company Recommendation within ten (10) Business Days following Parent’s written request to do so if an Acquisition Proposal is publicly announced or disclosed. For the avoidance of doubt, a factually accurate public statement that solely describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto (that includes a reaffirmation of the Company Recommendation) shall not be deemed a Change in Recommendation.