Common use of No Change in Recommendation Clause in Contracts

No Change in Recommendation. (i) Except as permitted by Section 5.03(d)(ii) and Section 5.03(e), the Company Board, including any committee thereof (including the Special Committee), agrees that it shall not: (A) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the Company Recommendation in a manner adverse to Parent; (B) fail to include the Company Recommendation in the Proxy Statement; (C) fail to recommend, within ten (10) Business Days after the commencement of such Alternative Proposal through a tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding Company Common Shares (other than by Parent, Merger Sub or an Affiliate of Parent), against acceptance of such tender offer or exchange offer by its shareholders; or (D) approve or recommend, or publicly declare advisable or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement referred to in Section 5.03(a) entered into in compliance with Section 5.03(a)) relating to any Alternative Proposal (any of the actions in the foregoing clauses (A), (B), (C) and (D), an “Adverse Recommendation Change”). (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time the Company Shareholder Approval is obtained, the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee may effect an Adverse Recommendation Change if (A)(1) an unsolicited, bona fide written Alternative Proposal that did not arise from or in connection with a breach in any material respect of the obligations set forth in Section 5.03(a) is received by the Company and is not withdrawn, and the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that such Alternative Proposal constitutes a Superior Proposal or (2) an Intervening Event has occurred, and (B) the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that failure to effect an Adverse Recommendation Change in response to such Superior Proposal or Intervening Event, as applicable, would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that an Adverse Recommendation Change or action to terminate this Agreement pursuant to Section 8.01 may not be made unless and until the Company has given Parent written notice of such action and the basis thereof six (6) Business Days in advance, which notice shall set forth in writing that the Special Committee intends to consider whether to take such action and (x) in the case of a Superior Proposal, comply in form, substance and delivery with the provisions of Section 5.03(c) and (y) in the case of an Intervening Event, include a reasonable description of such Intervening Event. After giving such notice and prior to effecting such Adverse Recommendation Change or taking such action to terminate the Agreement pursuant to Section 8.01, the Company shall, and shall cause its employees and direct its financial advisor and outside legal counsel to, negotiate in good faith with Parent (to the extent Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would permit the Company Board or the Special Committee not to effect an Adverse Recommendation Change or to take such action to terminate this Agreement pursuant to Section 8.01 in response thereto. At the end of the six (6) Business Day period, prior to taking action to effect an Adverse Recommendation Change or taking action to terminate the Agreement pursuant to Section 8.01, the Company Board and the Special Committee shall take into account any changes to the terms of this Agreement proposed by Parent in writing and any other information offered by Parent in response to the notice, and shall have determined in good faith after consultation with outside legal counsel and its financial advisor that (I) in the case of a Superior Proposal, the Superior Proposal would continue to constitute a Superior Proposal, and (II) in the case of an Intervening Event, that the failure to effect an Adverse Recommendation Change in response to such Intervening Event would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law, in each case, if such changes offered in writing were to be given effect. Any modification to any Alternative Proposal will be deemed to be a new Alternative Proposal for purposes of Section 5.03(c) and this Section 5.03(d)(ii) except that the advance written notice obligation set forth in this Section 5.03(d)(ii) shall be reduced to three (3) Business Days.

No Change in Recommendation. (i) Except as permitted by provided in Section 5.03(d)(ii6.2(f) and Section 5.03(e6.2(g), neither the Company Board, including Company’s board of directors nor any committee thereof shall (including the Special Committee), agrees that it shall not: (Ai) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the Company Recommendation ), in a manner adverse to Parent; , the Company Recommendation or approve, recommend or otherwise declare advisable any Acquisition Proposal, (Bii) fail to include the Company Recommendation in the Proxy Statement; , (Ciii) fail to recommend, reaffirm the Company Recommendation within ten (10) Business Days days after receipt of a written request from the commencement Parent to do so (which requests under this clause (iii) shall be limited to no more than once every thirty (30) days), (iv) after receipt of such Alternative any Acquisition Proposal, fail to recommend against any Acquisition Proposal through within ten (10) days of receipt of a written request from Parent to do so, (v) fail to recommend against any Acquisition Proposal that is a tender or exchange offer by a third party pursuant to Rule 14d-2 14d-9 or Rule 14e-2 promulgated under the Exchange Act for outstanding Company Common Shares Act, (other than by Parent, Merger Sub or an Affiliate of Parent), against acceptance of such tender offer or exchange offer by its shareholders; or (Dvi) approve or recommend, or publicly propose to declare advisable or publicly propose recommend, any Acquisition Proposal (each of the foregoing clauses (i)-(vi), a “Change in Recommendation”) or (vii) cause or permit the Company or any of its Subsidiaries to enter into, into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, lease agreement or other agreement (other than a confidentiality agreement referred to in Section 5.03(a6.2(b) entered into in compliance with Section 5.03(a6.2(a)) (an “Alternative Acquisition Agreement”) relating to any Alternative Proposal (any of the actions in the foregoing clauses (A), (B), (C) and (D), an “Adverse Recommendation Change”)Acquisition Proposal. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time the Company Shareholder Approval is obtained, the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee may effect an Adverse Recommendation Change if (A)(1) an unsolicited, bona fide written Alternative Proposal that did not arise from or in connection with a breach in any material respect of the obligations set forth in Section 5.03(a) is received by the Company and is not withdrawn, and the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that such Alternative Proposal constitutes a Superior Proposal or (2) an Intervening Event has occurred, and (B) the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that failure to effect an Adverse Recommendation Change in response to such Superior Proposal or Intervening Event, as applicable, would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that an Adverse Recommendation Change or action to terminate this Agreement pursuant to Section 8.01 may not be made unless and until the Company has given Parent written notice of such action and the basis thereof six (6) Business Days in advance, which notice shall set forth in writing that the Special Committee intends to consider whether to take such action and (x) in the case of a Superior Proposal, comply in form, substance and delivery with the provisions of Section 5.03(c) and (y) in the case of an Intervening Event, include a reasonable description of such Intervening Event. After giving such notice and prior to effecting such Adverse Recommendation Change or taking such action to terminate the Agreement pursuant to Section 8.01, the Company shall, and shall cause its employees and direct its financial advisor and outside legal counsel to, negotiate in good faith with Parent (to the extent Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would permit the Company Board or the Special Committee not to effect an Adverse Recommendation Change or to take such action to terminate this Agreement pursuant to Section 8.01 in response thereto. At the end of the six (6) Business Day period, prior to taking action to effect an Adverse Recommendation Change or taking action to terminate the Agreement pursuant to Section 8.01, the Company Board and the Special Committee shall take into account any changes to the terms of this Agreement proposed by Parent in writing and any other information offered by Parent in response to the notice, and shall have determined in good faith after consultation with outside legal counsel and its financial advisor that (I) in the case of a Superior Proposal, the Superior Proposal would continue to constitute a Superior Proposal, and (II) in the case of an Intervening Event, that the failure to effect an Adverse Recommendation Change in response to such Intervening Event would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law, in each case, if such changes offered in writing were to be given effect. Any modification to any Alternative Proposal will be deemed to be a new Alternative Proposal for purposes of Section 5.03(c) and this Section 5.03(d)(ii) except that the advance written notice obligation set forth in this Section 5.03(d)(ii) shall be reduced to three (3) Business Days.

No Change in Recommendation. (i) Except as permitted by set forth in this Section 5.03(d)(ii6.1, (x) and Section 5.03(e), the Company Board, including any committee thereof (including the Special Committee), agrees that it Board shall not: (A) not withhold, withdrawwithdraw or modify, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify withdraw or modify) the Company Recommendation modify in a manner adverse to the Parent; (B) fail to include , the Company Board Recommendation in the Proxy Statement; (C) fail to recommend, within ten (10) Business Days after the commencement of such Alternative Proposal through a tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding “Company Common Shares (other than by Parent, Merger Sub or an Affiliate of ParentBoard Recommendation Change”), against acceptance of such tender offer or exchange offer by its shareholders; or (Dy) approve or recommend, or publicly declare advisable or publicly propose to the Company shall not enter into, into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement providing for the consummation of a transaction contemplated by any Acquisition Proposal (other than a confidentiality agreement an Acceptable Confidentiality Agreement entered into in the circumstances referred to in Section 5.03(a) entered into in compliance with Section 5.03(a)) relating to any Alternative Proposal (any of the actions in the foregoing clauses (A6.1(a), (BSection 6.1(b) or Section 6.1(c)), (C) and (D)z) the Company Board shall not adopt, an “Adverse Recommendation Change”)approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal. (ii) Notwithstanding anything in this Agreement to the contraryforegoing, at any time prior to the time receipt of the Company Shareholder Approval is obtainedStockholder Approval: (1) if the Company has received a Superior Proposal, then the Company Board may (acting upon the recommendation of the Special Committeex) or the Special Committee may effect an Adverse a Company Board Recommendation Change if (A)(1) an unsolicited, bona fide written Alternative Proposal that did not arise from or in connection with a breach in any material respect of the obligations set forth in Section 5.03(a) is received by the Company and is not withdrawn, and the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that such Alternative Proposal constitutes a Superior Proposal or (2) an Intervening Event has occurred, and (B) the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that failure to effect an Adverse Recommendation Change in response to such Superior Proposal Proposal, or Intervening Event, as applicable, would reasonably be likely to be inconsistent with (y) authorize the directors’ fiduciary duties under applicable Law; provided, however, that an Adverse Recommendation Change or action Company to terminate this Agreement pursuant to Section 8.01 may 8.1(h) to enter into a definitive agreement with respect to such Superior Proposal, in each case if and only if: (A) the Company Board determines in good faith (after consultation with the Company’s financial advisors and legal counsel) that the failure to do so would be inconsistent with its fiduciary duties pursuant to Applicable Law, (B) such Acquisition Proposal is not be made unless and until the result of a material breach of Section 6.1(b) or 6.1(c), (C) the Company has given notified the Parent written notice in writing that it has received a Superior Proposal and intends to enter into a definitive agreement or effect a Company Board Recommendation Change relating to such Superior Proposal, specifying the material terms and conditions of such action Superior Proposal, including a copy of the most current version of the proposed definitive agreement to be entered with, and the basis thereof six identity of, the Persons or group of Persons making the Acquisition Proposal (6a “Superior Proposal Notice”) (it being understood that the Superior Proposal Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement), (D) if requested by the Parent, the Company shall have engaged in good faith negotiations with the Parent and its Representatives during the four (4) Business Day period immediately following delivery of the Superior Proposal Notice (the “Notice Period”) with respect to the Parent’s proposed adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal would cease to constitute a Superior Proposal (it being understood that any material revision or amendment to the terms and conditions of such Superior Proposal (including any revision to the amount, form or mix of consideration) shall be deemed to constitute a new Superior Proposal and shall require a new Superior Proposal Notice, except that the Notice Period with respect to such new Superior Proposal will be two (2) Business Days in advanceinstead of four (4) Business Days) immediately following delivery of the new Superior Proposal Notice, which notice shall set forth in writing that the Special Committee intends to consider whether to take such action and and (xE) in the case of a Superior Proposal, comply in form, substance and delivery with the provisions of Section 5.03(c) and (y) in the case of an Intervening Event, include a reasonable description of such Intervening Event. After giving such notice and prior to effecting such Adverse Recommendation Change or taking such action to terminate the Agreement pursuant to Section 8.01, the Company shall, and shall cause its employees and direct its financial advisor and outside legal counsel to, negotiate in good faith with Parent (to the extent Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would permit the Company Board or the Special Committee not to effect an Adverse Recommendation Change or to take such action to terminate this Agreement pursuant to Section 8.01 in response thereto. At following the end of the six (6Notice Period(s) Business Day period, prior referred to taking action to effect an Adverse Recommendation Change or taking action to terminate the Agreement pursuant to Section 8.01above, the Company Board and the Special Committee shall take into account any changes to the terms of this Agreement proposed by Parent in writing and any other information offered by Parent in response to the notice, and shall have determined determines in good faith after consultation with outside legal counsel and its financial advisor advisors and legal counsel, and taking into account any modifications to this Agreement proposed by the Parent prior to such time, that (I) in the case of a Superior Proposal, the Superior such Acquisition Proposal would continue continues to constitute a Superior Proposal, and that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law; (II2) other than in connection with an Acquisition Proposal that constitutes a Superior Proposal, the case of Company Board may effect a Company Board Recommendation Change in response to an Intervening Event if: (A) the Company Board shall have determined in good faith (after consultation with its financial advisors and legal counsel) that the failure to effect a Company Board Recommendation Change would be inconsistent with its fiduciary duties under Applicable Law, (B) the Company has notified the Parent in writing at least four (4) Business Days before effecting a Company Board Recommendation Change that it intends to effect a Company Board Recommendation Change in response to an Intervening Event, describing in reasonable detail the underlying facts giving rise to, and the reasons for making, such Company Board Recommendation Change (a “Recommendation Change Notice”) (it being understood that the Recommendation Change Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement), (C) if requested by the Parent, the Company shall have engaged in good faith negotiations with the Parent and its Representatives during the four (4) Business Day period immediately following delivery by the Company to the Parent of such Recommendation Change Notice with respect to adjustments to the terms and conditions of this Agreement proposed by the Parent to obviate the need for a Company Board Recommendation Change, and (D) if the Parent shall have delivered to the Company a written, binding offer to alter the terms or conditions of this Agreement during such four (4) Business Day period, the Company Board shall have determined in good faith (after consultation with its financial advisors and legal counsel), after considering the modifications to this Agreement proposed by the Parent, that the failure to effect an Adverse a Company Board Recommendation Change in response to such Intervening Event would reasonably be likely to still be inconsistent with the directors’ its fiduciary duties under applicable Applicable Law, in each case, if such changes offered in writing were to be given effect. Any modification to any Alternative Proposal will be deemed to be a new Alternative Proposal for purposes of Section 5.03(c) and this Section 5.03(d)(ii) except that the advance written notice obligation set forth in this Section 5.03(d)(ii) shall be reduced to three (3) Business Days.

No Change in Recommendation. The board of directors of the Company and each committee thereof shall not take any of the following actions (each of the matters referred to in clause (i) Except as permitted by Section 5.03(d)(iior (ii) and Section 5.03(e)below, the Company Board, including any committee thereof (including the Special Committee), agrees that it shall not:a “Change of Recommendation”): (Ai) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the Company Recommendation ), in a manner adverse to ParentAcquiror, the Company Recommendation with respect to the Merger; (Bii) fail to include the Company Recommendation in the Proxy Statement; (C) fail to approve, recommend, within ten or otherwise declare advisable or propose to approve, recommend or declare advisable (10publicly or otherwise) Business Days after the commencement of such Alternative Proposal through a tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding Company Common Shares (other than by Parent, Merger Sub or an Affiliate of Parent), against acceptance of such tender offer or exchange offer by its shareholdersAcquisition Proposal; or (Diii) approve except as permitted by, and after compliance with, Section 8.03(b) hereof, cause or recommend, or publicly declare advisable or publicly propose permit the Company to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other into a definitive agreement (other than a confidentiality agreement referred to in Section 5.03(a) entered into in compliance with Section 5.03(a6.02(a)) relating to any Alternative Acquisition Proposal (any an “Alternative Acquisition Agreement”). Notwithstanding anything to the contrary set forth in this Agreement the board of directors of the actions Company may, prior to, but not after, the approval of the Company’s stockholders referred to in the foregoing clauses Section 7.01(a), effect a Change of Recommendation or enter into an Alternative Acquisition Agreement if (A)) it has received a Superior Proposal, (B), (C) and (D), an “Adverse Recommendation Change”). (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time board of directors of the Company Shareholder Approval is obtained, the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee may effect an Adverse Recommendation Change if (A)(1) an unsolicited, bona fide written Alternative Proposal that did not arise from or in connection with a breach in any material respect of the obligations set forth in Section 5.03(a) is received by the Company and is not withdrawn, and the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisorcounsel, that taking such action is required by its fiduciary duties to the Company or its stockholders under applicable Law, and (C) the Company notifies Acquiror, in writing at least five (5) Business Days before taking that action, of its intention to do so in response to a Superior Proposal and attaching the most current version of any proposed agreement or a reasonably detailed summary of all material terms of any such proposal and the identity of the offeror, and (D) Acquiror does not make, within five (5) Business Days after its receipt of that written notification, an offer that that the board of directors of the Company determines, in good faith after consultation with its financial advisors, is at least as favorable to the stockholders of the Company as the Superior Proposal. In determining whether to make a Change of Recommendation or enter into an Alternative Proposal constitutes Acquisition Agreement in response to a Superior Proposal or (2) an Intervening Event has occurred, and (B) the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that failure to effect an Adverse Recommendation Change in response to such Superior Proposal or Intervening Event, as applicable, would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that an Adverse Recommendation Change or action to terminate this Agreement pursuant to Section 8.01 may not be made unless and until the Company has given Parent written notice of such action and the basis thereof six (6) Business Days in advance, which notice shall set forth in writing that the Special Committee intends to consider whether to take such action and (x) in the case of a Superior Proposal, comply in form, substance and delivery with the provisions of Section 5.03(c) and (y) in the case of an Intervening Event, include a reasonable description of such Intervening Event. After giving such notice and prior to effecting such Adverse Recommendation Change or taking such action to terminate the Agreement pursuant to Section 8.01otherwise, the Company shall, and shall cause its employees and direct its financial advisor and outside legal counsel to, negotiate in good faith with Parent (to the extent Parent wishes to negotiate) to make such revisions to the terms Company’s board of this Agreement as would permit the Company Board or the Special Committee not to effect an Adverse Recommendation Change or to take such action to terminate this Agreement pursuant to Section 8.01 in response thereto. At the end of the six (6) Business Day period, prior to taking action to effect an Adverse Recommendation Change or taking action to terminate the Agreement pursuant to Section 8.01, the Company Board and the Special Committee directors shall take into account any changes to the terms of this Agreement proposed by Parent in writing and any other information offered by Parent in response to the notice, and shall have determined in good faith after consultation with outside legal counsel and its financial advisor that (I) in the case of a Superior Proposal, the Superior Proposal would continue to constitute a Superior Proposal, and (II) in the case of an Intervening Event, that the failure to effect an Adverse Recommendation Change in response to such Intervening Event would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law, in each case, if such changes offered in writing were to be given effectAcquiror. Any modification material amendment to any Alternative Acquisition Proposal will be deemed to be a new Alternative Acquisition Proposal for purposes of this Section 5.03(c6.02. In the event that the Company complies with its obligations in the preceding sentence, the Company may enter into an Alternative Acquisition Agreement, but not prior to such time as the Company has provided Acquiror with written notice that the Company has elected to terminate this Agreement pursuant to Sections 8.03(b) and otherwise complies with the Company’s obligations under this Section 5.03(d)(ii6.02, Section 8.03(b) except that the advance written notice obligation set forth in this and Section 5.03(d)(ii) shall be reduced to three (3) Business Days8.05(b).

No Change in Recommendation. Prior to the Specified Time: (i) Except as permitted by Section 5.03(d)(ii) and Section 5.03(e), the Company Board, including any committee thereof (including the Special Committee), agrees that it Board shall not: (A) , except as set forth in this Section 6.1, withhold, withdraw, amend, qualify or modify (modify, or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation , in any such case in a manner adverse to the Parent, the approval or recommendation by the Company Board with respect to the Offer; (Bii) the Company Board shall not, except as set forth in this Section 6.1, adopt, approve or recommend any Acquisition Proposal, or fail to include the Company Recommendation in the Proxy Statement; (C) fail to recommend, publicly recommend against any Acquisition Proposal that is a tender offer or exchange offer within ten (10) Business Days after the commencement of such Alternative Proposal through a tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding Company Common Shares (other than by Parent, Merger Sub or an Affiliate of Parent), against acceptance of and at all times thereafter during which any such tender offer or exchange offer is pending); (iii) the Company Board shall not, except as set forth in this Section 6.1, fail to include the approval or recommendation by its shareholdersthe Company Board with respect to the Offer in the Schedule 14D-9; or (Div) approve or recommendthe Company Board shall not, or publicly declare advisable or except as set forth in this Section 6.1, publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement referred to in Section 5.03(a) entered into in compliance with Section 5.03(a)) relating to any Alternative Proposal (take any of the foregoing actions (any action described in the foregoing preceding clauses (Ai), (B), ii) or (Ciii) and (D), an being referred to herein as a “Adverse Company Board Recommendation Change”). (ii) . Notwithstanding the foregoing or anything to the contrary set forth in this Agreement to (including the contraryprovisions of this Section 6.1), at any time prior to the time the Company Shareholder Approval is obtainedAcceptance Time, the Company Board may (acting upon the recommendation of the Special CommitteeI) or the Special Committee may effect an Adverse Recommendation Change if (A)(1) an unsolicited, bona fide written Alternative Proposal that did not arise from or in connection with a breach in any material respect of the obligations set forth in Section 5.03(a) is received by the Company and is not withdrawn, and the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that such Alternative Proposal constitutes a Superior Proposal or (2) an Intervening Event has occurred, and (B) the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that failure to effect an Adverse Recommendation Change in response to such a Company Intervening Event or (II) effect a Company Board Recommendation Change with respect to an Acquisition Proposal that the Company Board determines in good faith constitutes a Superior Proposal or Intervening Event(after consultation with its financial advisors and outside legal counsel), as applicablein each case, would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that an Adverse Recommendation Change or action to terminate this Agreement pursuant to Section 8.01 may not be made unless and until the Company has given Parent written notice of such action and the basis thereof six only if: (6) Business Days in advance, which notice shall set forth in writing that the Special Committee intends to consider whether to take such action and (xi) in the case of a Superior Proposal(II), comply neither the Company nor any of its Subsidiaries has breached in form, substance and delivery with any material respect the provisions of this Section 5.03(c6.1 with respect to such Acquisition Proposal; (ii) and (y) in the case of an Intervening Event, include a reasonable description of such Intervening Event. After giving such notice and prior to effecting such Adverse Recommendation Change or taking such action to terminate the Agreement pursuant to Section 8.01, the Company shall, and shall cause its employees and direct its financial advisor and outside legal counsel to, negotiate in good faith with Parent (to the extent Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would permit the Company Board or the Special Committee not to effect an Adverse Recommendation Change or to take such action to terminate this Agreement pursuant to Section 8.01 in response thereto. At the end of the six (6) Business Day period, prior to taking action to effect an Adverse Recommendation Change or taking action to terminate the Agreement pursuant to Section 8.01, the Company Board and the Special Committee shall take into account any changes to the terms of this Agreement proposed by Parent in writing and any other information offered by Parent in response to the notice, and shall have determined in good faith (after consultation with outside legal counsel and after considering any offer made by the Parent pursuant to clause (v) below) that the failure to effect a Company Board Recommendation Change would be inconsistent with its financial advisor fiduciary obligations under applicable law; (iii) the Company has notified the Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons for such Company Board Recommendation Change (Ia “Recommendation Change Notice”) in (it being understood that the case Recommendation Change Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of a this Agreement), which notice shall attach the agreement providing for such Superior Proposal and the identity of the Person making such Superior Proposal, or provide a summary of the Superior Proposal would continue Company Intervening Event, as applicable; (iv) if requested by the Parent, the Company shall have made its Representatives available to constitute a Superior Proposal, discuss with the Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the four (4) Business Day period following delivery by the Company to the Parent of such Recommendation Change Notice; and (IIv) if the Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such four (4) Business Day period, the Company Board shall have determined in good faith (after consultation with its financial advisors and outside legal counsel), after considering the case terms of an Intervening Eventsuch offer by the Parent, that the failure to effect an Adverse a Company Board Recommendation Change in response to such Intervening Event would reasonably be likely to still be inconsistent with the directors’ its fiduciary duties obligations under applicable Lawlaw and, in each casethe case of (II), if such changes offered in writing were to be given effect. Any the applicable proposal still constitutes a Superior Proposal (it being understood and hereby agreed that every subsequent material revision or material modification to any Alternative such Superior Proposal will be deemed to be shall require a new Alternative Proposal for purposes of Section 5.03(cRecommendation Change Notice by the Company to the Parent pursuant to the preceding clause (iii) and this Section 5.03(d)(ii) except that the advance written notice obligation set forth in this Section 5.03(d)(ii) shall be reduced to three a new two (32) Business DaysDay “matching” period under the preceding clauses (iv) and (v) following the initial four (4)-Business Day “matching” period). For clarity, a Recommendation Change Notice is separate from and need not precede or accompany a Superior Proposal Notice (as defined and provided for in Section 8.1(e)).

No Change in Recommendation. Prior to the Specified Time: (i) Except as permitted by Section 5.03(d)(ii) and Section 5.03(e), the Company Board, including any committee thereof (including the Special Committee), agrees that it Board shall not: (A) , except as set forth in this Section 6.1, withhold, withdraw, amend, qualify or modify (modify, or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation , in any such case in a manner adverse to the Parent, the approval or recommendation by the Company Board with respect to the Offer; (Bii) the Company Board shall not, except as set forth in this Section 6.1, adopt, approve or recommend any Acquisition Proposal, or fail to include the Company Recommendation in the Proxy Statement; (C) fail to recommend, publicly recommend against any Acquisition Proposal that is a tender offer or exchange offer within ten (10) Business Days after the commencement of such Alternative Proposal through a tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding Company Common Shares (other than by Parent, Merger Sub or an Affiliate of Parent), against acceptance of and at all times thereafter during which any such tender offer or exchange offer is pending); (iii) the Company Board shall not, except as set forth in this Section 6.1, fail to include the approval or recommendation by its shareholdersthe Company Board with respect to the Offer in the Schedule 14D-9; or (Div) approve or recommendthe Company Board shall not, or publicly declare advisable or except as set forth in this Section 6.1, publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement referred to in Section 5.03(a) entered into in compliance with Section 5.03(a)) relating to any Alternative Proposal (take any of the foregoing actions (any action described in the foregoing preceding clauses (Ai), (B), ii) or (Ciii) and (D), an being referred to herein as a “Adverse Company Board Recommendation Change”). (ii) . Notwithstanding the foregoing or anything to the contrary set forth in this Agreement to (including the contraryprovisions of this Section 6.1), at any time prior to the time the Company Shareholder Approval is obtainedAcceptance Time, the Company Board may (acting upon the recommendation of the Special CommitteeI) or the Special Committee may effect an Adverse Recommendation Change if (A)(1) an unsolicited, bona fide written Alternative Proposal that did not arise from or in connection with a breach in any material respect of the obligations set forth in Section 5.03(a) is received by the Company and is not withdrawn, and the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that such Alternative Proposal constitutes a Superior Proposal or (2) an Intervening Event has occurred, and (B) the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisor, that failure to effect an Adverse Recommendation Change in response to such a Company Intervening Event or (II) effect a Company Board Recommendation Change with respect to an Acquisition Proposal that the Company Board determines in good faith constitutes a Superior Proposal or Intervening Event(after consultation with its financial advisors and outside legal counsel), as applicablein each case, would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that an Adverse Recommendation Change or action to terminate this Agreement pursuant to Section 8.01 may not be made unless and until the Company has given Parent written notice of such action and the basis thereof six only if: (6) Business Days in advance, which notice shall set forth in writing that the Special Committee intends to consider whether to take such action and (xi) in the case of a Superior Proposal(II), comply neither the Company nor any of its Subsidiaries has breached in form, substance and delivery with any material respect the provisions of this Section 5.03(c6.1 with respect to such Acquisition Proposal; (ii) and (y) in the case of an Intervening Event, include a reasonable description of such Intervening Event. After giving such notice and prior to effecting such Adverse Recommendation Change or taking such action to terminate the Agreement pursuant to Section 8.01, the Company shall, and shall cause its employees and direct its financial advisor and outside legal counsel to, negotiate in good faith with Parent (to the extent Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would permit the Company Board or the Special Committee not to effect an Adverse Recommendation Change or to take such action to terminate this Agreement pursuant to Section 8.01 in response thereto. At the end of the six (6) Business Day period, prior to taking action to effect an Adverse Recommendation Change or taking action to terminate the Agreement pursuant to Section 8.01, the Company Board and the Special Committee shall take into account any changes to the terms of this Agreement proposed by Parent in writing and any other information offered by Parent in response to the notice, and shall have determined in good faith (after consultation with outside legal counsel and after considering any offer made by the Parent pursuant to clause (v) below) that the failure to effect a Company Board Recommendation Change would be inconsistent with its financial advisor fiduciary obligations under applicable law; (iii) the Company has notified the Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons for such Company Board Recommendation Change (Ia “Recommendation Change Notice”) in (it being understood that the case Recommendation Change Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of a this Agreement), which notice shall attach the agreement providing for such Superior Proposal and the identity of the Person making such Superior Proposal, or provide a summary of the Superior Proposal would continue Company Intervening Event, as applicable; (iv) if requested by the Parent, the Company shall have made its Representatives available to constitute a Superior Proposal, discuss with the Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the four (4) Business Day period following delivery by the Company to the Parent of such Recommendation Change Notice; and (IIv) if the Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such four (4) Business Day period, the Company Board shall have determined in good faith (after consultation with its financial advisors and outside legal counsel), after considering the case terms of an Intervening Eventsuch offer by the Parent, that the failure to effect an Adverse a Company Board Recommendation Change in response to such Intervening Event would reasonably be likely to still be inconsistent with the directors’ its fiduciary duties obligations under applicable Lawlaw and, in each casethe case of (II), if such changes offered in writing were to be given effect. Any the applicable proposal still constitutes a Superior Proposal (it being understood and hereby agreed that every subsequent material revision or material modification to any Alternative such Superior Proposal will be deemed to be shall require a new Alternative Proposal for purposes of Section 5.03(cRecommendation Change Notice by the Company to the Parent pursuant to the preceding clause (iii) and this Section 5.03(d)(ii) except that the advance written notice obligation set forth in this Section 5.03(d)(ii) shall be reduced to three a new two (32) Business Days.Day “matching” period under the preceding clauses (iv) and (v) following the initial four