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

No Change of Recommendation or Alternative Acquisition Agreement. Except as expressly permitted by Section 5.3(e), the Company Board and each committee of the Company Board shall not: (i) withhold, withdraw, qualify, change, amend or modify (or publicly propose to withhold, withdraw, qualify, change, amend or modify), in a manner adverse to Parent or Merger Sub, the Company Board Recommendation with respect to the Merger, (ii) approve, adopt, publicly declare advisable or publicly recommend an Acquisition Proposal, (iii) fail to include the Company Board Recommendation in any version of the Proxy Statement, (iv) fail to recommend, in a solicitation/recommendation statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act (other than any tender offer or exchange offer by Parent or Merger Sub) within ten Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (provided that the taking no position or a neutral position by the Company Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of any such offer; and it being understood that that the Company Board shall not be required to make any such recommendation against an Acquisition Proposal in the case of this clause (iv) more than one time with respect to any Acquisition Proposal unless there shall have been a publicly disclosed change regarding such Acquisition Proposal) (any action described in clauses (i) through (iv), a “Change of Recommendation”), or (v) cause or permit the Company to enter into an Alternative Acquisition Agreement.

No Change of Recommendation or Alternative Acquisition Agreement. Except as expressly permitted by Subject to Section 5.3(e), the Company Board and each committee of the Company Board shall not: : (i) (A) withhold, withdraw, qualify, change, amend qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify, change, amend qualify or modify), in a manner adverse to Parent or Merger SubSubsidiary, the Company Board Recommendation with respect to the Merger, (ii) approve, adopt, publicly declare advisable or publicly recommend an Acquisition Proposal, (iiiB) fail to include the Company Board Recommendation in any version of the Proxy Statement, (ivC) approve, adopt or recommend (publicly or otherwise) an Acquisition Proposal, (D) fail to recommend, in a solicitation/recommendation statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act (other than any tender offer or exchange offer by Parent or Merger Sub) within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (provided it being understood and agreed that any communication made in accordance with Section 5.3(f), or the taking no position or a neutral position failure by the Company Board in to take a position with respect to such tender offer or exchange offer, shall not be deemed a Change of Recommendation if such communication is made or such position is taken prior to the acceptance tenth (10th) Business Day after the commencement (within the meaning of any Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer as of or (E) fail to publicly reaffirm the end of such period shall constitute a failure to recommend against acceptance of any such offer; and Company Board Recommendation within three (3) Business Days after Parent so requests in writing (it being understood that that the Company Board shall not be required have no obligation to make any such recommendation against an Acquisition Proposal in the case of this clause (iv) reaffirmation on more than one time with respect to any Acquisition Proposal unless there shall have been a publicly disclosed change regarding such Acquisition Proposaltwo separate occasions) (any action described in clauses (iA) through (ivE), a “Change of Recommendation”), or ; or (vii) cause or permit the Company or any Company Subsidiary to enter into an Alternative Acquisition AgreementAgreement (other than any Acceptable Confidentiality Agreement entered into in accordance with Section 5.3(a)(iv)) relating to any Acquisition Proposal.

No Change of Recommendation or Alternative Acquisition Agreement. Except as expressly permitted by Section 5.3(e6.2(f) and Section 6.2(g), the Company Board and each Board, including any committee of the Company Board thereof, shall not: : (i) withhold, withdraw, qualify, change, amend withhold or withdraw or fail to make when required by this Agreement (or publicly propose or publicly resolve to withhold or withdraw or fail to make when required by this Agreement) the Company Recommendation with respect to the Merger; (ii) qualify or modify (or publicly propose or publicly resolve to withhold, withdraw, qualify, change, amend qualify or modify), ) the Company Recommendation with respect to the Merger in a manner adverse to Parent Parent; (iii) approve or Merger Subrecommend, the Company Board Recommendation with respect to the Merger, (ii) approve, adopt, or publicly declare advisable or publicly recommend an advisable, any Acquisition Proposal, ; (iiiiv) fail to include the Company Board Recommendation in any version of the Proxy Statement, ; (ivv) fail to recommend, in a solicitation/recommendation statement on Schedule 14D-9, against if any Acquisition Proposal that is structured as a tender offer or exchange offer subject for outstanding Shares is commenced pursuant to Regulation 14D promulgated under Rule 14d-2 of the Exchange Act (other than any tender offer or exchange Act, fail to recommend against acceptance of such offer by Parent or Merger Subthe Company’s stockholders prior to the earlier of (A) within ten the date of the Company Stockholders Meeting and (B) eleven (11) Business Days after the commencement (within the meaning which for this purpose shall be used as such term is used in Rule 14d-9 of Rule 14d-2 under the Exchange Act) after commencement of such tender offer or exchange offer (provided that the taking no position or a neutral position by the Company Board in respect pursuant to Rule 14d-2 of the acceptance Exchange Act; (vi) approve or recommend, or publicly declare advisable or publicly propose to enter into, any letter of any such tender offer intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, collaboration agreement or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of any such offer; and it being understood that that the Company Board shall not be required to make any such recommendation against an Acquisition Proposal in the case of this clause (iv) more than one time other agreement with respect to, or that is intended or would reasonably be expected to lead to, any Acquisition Proposal unless there shall have been (other than a publicly disclosed change regarding such confidentiality agreement pursuant to Section 6.2(b)(i) relating to any Acquisition Proposal) (an “Alternative Acquisition Agreement”, and any action described of the actions set forth in the foregoing clauses (i) through (ivvi), a “Change of Recommendation”), or ; or (vvii) cause or permit the Company to enter into an Alternative Acquisition Agreement.

No Change of Recommendation or Alternative Acquisition Agreement. Except as expressly permitted by this Section 5.3(e)6.2, the Company Board and each committee of the Company Board shall not: : (i) (A) withhold, withdraw, qualify, change, amend qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify, change, amend qualify or modify), in a manner adverse to Parent or Merger Sub, the Company Board Recommendation with respect to the Merger, (ii) approve, adopt, publicly declare advisable or publicly recommend an Acquisition Proposal, (iiiB) fail to include the Company Board Recommendation in any version of the Proxy Statement, (ivC) authorize, approve, recommend or otherwise declare advisable, or publicly propose to authorize, approve, recommend or otherwise declare advisable, any Acquisition Proposal or proposal reasonably likely to lead to an Acquisition Proposal, or (D) fail to recommend, in a solicitationSolicitation/recommendation statement Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (other than any 10) business days after the Table of Contents commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer, it being understood and agreed that any communication made in accordance with Section 6.2(h), or the failure by the Company Board or any committee thereof to take a position with respect to such tender offer by Parent or Merger Subexchange offer, shall not be deemed a Change of Recommendation if such communication is made or such position is taken prior to the tenth (10th) within ten Business Days business day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (provided that the taking no position or a neutral position by the Company Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of any such offer; and it being understood that that the Company Board shall not be required to make any such recommendation against an Acquisition Proposal in the case of this clause (iv) more than one time with respect to any Acquisition Proposal unless there shall have been a publicly disclosed change regarding such Acquisition Proposal) (any action described in clauses (iA) through (ivD), a “Change of Recommendation”); or (ii) authorize, or (v) cause or permit the Company or any Subsidiary of the Company to enter into an Alternative Acquisition AgreementAgreement (other than any Acceptable Confidentiality Agreement entered into in accordance with Section 6.2(a) or 6.2(c) and other than pursuant to the termination of this Agreement in compliance with Section 6.2(g) and Section 8.3(a)) relating to any Acquisition Proposal.

No Change of Recommendation or Alternative Acquisition Agreement. Except as expressly permitted by Section 5.3(e), the The Company Board and each committee of the Company Board (including the Special Committee) shall not: : (i) (A) withhold, withdraw, qualify, change, amend qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify, change, amend qualify or modify), in a manner adverse to Parent or Merger Sub, the Company Board Recommendation with respect to the Merger, (ii) approve, adopt, publicly declare advisable or publicly recommend an Acquisition Proposal, (iiiB) fail to include the Company Board Recommendation in any version of the Proxy Statement, (ivC) recommend (publicly or otherwise) an Acquisition Proposal or (D) fail to recommend, in a solicitationSolicitation/recommendation statement Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act (other than any tender offer or exchange offer by Parent or Merger Sub) within ten Business Days (10) business days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (provided it being understood and agreed that any communication made in accordance with Section 6.2(h)(ii), or the taking no position or a neutral position failure by the Company Board in or the Special Committee to take a position with respect to such tender offer or exchange offer, shall not be deemed a Change of Recommendation if such communication is made or such position is taken prior to the acceptance tenth (10th) business day after the commencement (within the meaning of any Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of any such offer; and it being understood that that the Company Board shall not be required to make any such recommendation against an Acquisition Proposal in the case of this clause (iv) more than one time with respect to any Acquisition Proposal unless there shall have been a publicly disclosed change regarding such Acquisition Proposal) (any action described in clauses (iA) through (ivD), a “Change of Recommendation”), or ; or (vii) cause or permit the Company or any Subsidiary of the Company to enter into an Alternative Acquisition AgreementAgreement (other than any Acceptable Confidentiality Agreement entered into in accordance with Section 6.2(c)) relating to any Acquisition Proposal.

No Change of Recommendation or Alternative Acquisition Agreement. Except as expressly permitted by Subject to Section 5.3(e), the Company Board and each committee of the Company Board shall not: : (i) (A) fail to make, withhold, withdraw, qualify, change, amend qualify or modify (or publicly propose to withhold, withdraw, qualify, change, amend qualify or modify), in a manner adverse to Parent or Merger SubSubsidiary, the Company Board Recommendation with respect to the MergerRecommendation, (iiB) approve, adopt, adopt or recommend (publicly declare advisable or publicly recommend otherwise) an Acquisition Proposal, (iiiC) fail to include the Company Board Recommendation in any version of the Proxy Statement, (ivD) fail to recommend, in a solicitation/recommendation statement on Schedule 14D-9, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act (other than any tender offer or exchange offer by Parent or Merger SubSubsidiary) within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer or (E) in the event that an Acquisition Proposal has been publicly announced or publicly disclosed, fail to publicly reaffirm its recommendation of this Agreement within five (5) Business Days after Parent so requests in writing, provided that the taking no position or a neutral position by the Company Board in respect of the acceptance of any such tender offer or exchange offer as of the end of such period shall constitute a failure to recommend against acceptance of any such offer; and it being understood that that the Company Board shall not only be required to make such reaffirmation two (2) times for any such recommendation against an specific Acquisition Proposal in the case of this clause (iv) more than one time with respect to any Acquisition Proposal unless there shall have been a publicly disclosed change regarding such Acquisition Proposal) (any action described in clauses (iA) through (ivD), a “Change of Recommendation”), or ; or (vii) cause or permit the Company or any Company Subsidiary to enter into an Alternative Acquisition AgreementAgreement or any Contract (other than any Acceptable Confidentiality Agreement entered into in accordance with Section 5.3(b)) relating to any Acquisition Proposal.