Common use of No Change of Recommendation Clause in Contracts

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent or the Company, as applicable; (B) fail to include the Company Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; (C) fail to recommend against (x) acceptance of any tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock or Parent Common Stock, as applicable, or (y) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as permitted by set forth in Section 7.2(e)(ii7.2(d) or and Section 7.2(e)(iii7.2(f), the Company agrees that board of directors of the Company Board, including any and each committee thereof, and Parent agrees that of the Parent Board, including any committee thereof, board of directors shall not: (Ai) withhold, withdraw, amend, qualify or modify (or publicly propose or announce any intention to or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable), in a manner adverse to Parent or Merger Sub, the Company, as applicableCompany Recommendation; (Bii) fail to include publicly affirm upon Parent’s request as promptly as practicable (but in any event within five (5) business days after Parent’s request) after a public announcement of an Acquisition Proposal (or if the Termination Date or scheduled date of the Shareholders Meeting is less than five (5) business days from the receipt of such request from Parent as promptly as practicable following such request) (other than in the case of an Acquisition Proposal in the form of a tender offer or exchange offer) the Company Recommendation or the (provided that Parent Recommendation, as applicable, may make such request only once in the Proxy Statement/Prospectusany seven (7)-day period); (Ciii) (A) fail to recommend unequivocally against (x) acceptance of any tender offer or exchange that is publicly disclosed (other than by Parent or an Affiliate of Parent) prior to the earlier of (x) the day prior to the date of the Shareholders Meeting and (y) the eleventh (11th) business day after the commencement of such tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock or Parent Common Stock, as applicable, or (yB) any Acquisition Proposal recommend that is publicly announced, the shareholders of the Company tender their Shares in each case, within ten Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal offer; or (or, if earlier, prior iv) fail to include the Company Recommendation in the Proxy Statement/Prospectus distributed to the Company Stockholders Meeting or Parent Stockholders Company’s shareholders in connection with the Shareholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (Dv) approve or make any other public statement in connection with the Shareholder Meeting that is inconsistent with the Company Recommendation; or (vi) approve, adopt, recommend, or publicly declare advisable resolve or publicly propose to approve approve, adopt or recommend, or publicly propose to enter into, any Acquisition Proposal or (any letter of intent, memorandum of understanding, agreement action described in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement Sections 7.2(c)(i) through 7.2(c)(vi) being referred to in Section 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), as a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii6.2(d)(ii) or Section 7.2(e)(iii6.2(e), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, it shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent or the Company, as applicable; (B) fail to include the Company Recommendation or the Parent Recommendation, as applicable, in the Proxy StatementProxy/Prospectus; (C) fail to recommend against recommend, within ten (x10) acceptance Business Days after the commencement of any such Acquisition Proposal through a tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares Company Ordinary Shares (other than by Parent or an Affiliate of Company Common Stock or Parent Common StockParent), as applicable, or (y) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days after the commencement against acceptance of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal)its shareholders; (D) fail to publicly reaffirm the Company Recommendation within ten (10) Business Days after receipt of a written request by Parent to do so following an Acquisition Proposal (or modification to the financial terms thereof or modification of any other material term thereof) becoming publicly known or being delivered to the Company or any of its Subsidiaries or its or their Representatives; or (E) approve or recommend, recommend (it being understood that an internal discussion among the directors of the Company Board with respect to an Acquisition Proposal shall not in and of itself constitute a recommendation) or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b6.2(b) entered into in compliance with Section 7.2(b6.2(b)) constituting or relating to or providing for any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause ), (D) or (E), or any resolution or agreement to do any of this Section 7.2(e)(i)the foregoing, a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, time the Requisite Company Vote is obtained or, in the case of Parentobtained, the Requisite Parent Vote is obtained, Company Board may effect a Change of Recommendation if (A)(1) an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s the obligations set forth in Section 7.2(a6.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal or (2) an Intervening Event has occurred, and (B) the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that failure to consider effect a Change of Recommendation in response to such Acquisition Superior Proposal or Intervening Event, as applicable, would reasonably be expected to be inconsistent with the relevant directors’ exercise of fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior that a Change of Recommendation or action to taking such action, terminate this Agreement pursuant to Section 8.4(a) may not be made unless and until the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four and the basis thereof (a “Change of Recommendation Notice”) by 5:00 p.m. Israel time on the fifth (5th) Business Days in advanceDay after the date on which the Company has given Parent such written notice (the “Match Period”), which notice shall set forth in writing that the Company Board or Parent Board, as applicable, intends to consider whether to take such action; and (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes the case of a Superior Proposal and (z) intends to effect a Change of Recommendation (such noticeProposal, the “Board Recommendation Notice”) and shall comply in all material respects in form, substance and delivery with the provisions of Section 7.2(d)6.2(c) and (y) in the case of an Intervening Event, include a reasonable description of such Intervening Event. After giving such Board Recommendation Notice notice and prior to making a effecting such Change of Recommendation as described aboveor taking such action to terminate the Agreement pursuant to Section 8.4(a), the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Subsidiaries and its and their employees, financial advisor, outside legal counsel and other Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would cause permit the Company Board not to effect a Change of Recommendation or to take such Acquisition Proposal action to cease terminate this Agreement pursuant to be a Superior ProposalSection 8.4(a) in response thereto. At the end of the four Business Day periodMatch Period, prior to and as a condition taking action to making effect a Change of Recommendation as described aboveor taking action to terminate the Agreement pursuant to Section 8.4(a), the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed by Parent in writing by the other Party and any other information offered by the other Party Parent in response to the Board Recommendation Noticenotice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, advisor that (AI) in the case of a Superior Proposal, the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (BII) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ exercise of fiduciary duties under applicable Law Law, in each case, if such adjustments or revisions irrevocably changes offered in writing by the other Party were to be given effect. Any modification or amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 6.2(c) and this Section 6.2(d)(ii) except that the advance written notice obligation set forth in this Section 6.2(d)(ii) shall instead end at 5:00 p.m. Israel time on the third (3rd) Business Day after the date on which the Company has given Parent a Change of Recommendation Notice.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii), Section 7.2(e)(iii) or Section 7.2(e)(iii7.2(f), each of the Company agrees that Versum Board and the Company Entegris Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, it shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Versum Recommendation or the Parent Entegris Recommendation, as applicable, in a manner adverse to Parent Versum or the CompanyEntegris, as applicable; (B) fail to include the Company Versum Recommendation or the Parent Entegris Recommendation, as applicable, in the Proxy StatementProxy/Prospectus; (C) fail to recommend against (x) acceptance of any a tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Versum Common Stock or Parent Entegris Common Stock, as applicable (other than by Versum or an Affiliate of Versum or Entegris or an Affiliate of Entegris, as applicable, or (y) any Acquisition Proposal that is publicly announced), in each case, within ten (10) Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Versum Stockholders Meeting or Parent Entegris Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Versum Board or the Parent Entegris Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposaloffer); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company Versum or ParentEntegris, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the CompanyVersum, the Requisite Company Versum Vote is obtained or, in the case of ParentEntegris, the Requisite Parent Entegris Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s the obligations set forth in Section 7.2(a) is received by the Company Versum or ParentEntegris, as applicable, and is not withdrawn, and the Company Versum Board or the Parent Entegris Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, advisor that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable LawProposal, the Company Versum Board or the Parent Entegris Board, as applicable, may (x) effect a Change of RecommendationRecommendation or (y) terminate this Agreement pursuant to Section 9.3(c) or Section 9.4(c), as applicable, in order to enter into a definitive written agreement with respect to such Superior Proposal; provided, however, that, prior to taking such actionaction described in clauses (x) or (y) above, the Company Versum has given Parent Entegris or Parent Entegris has given the CompanyVersum, as applicable, written notice of such action at least and the basis therefor four (4) Business Days in advance, which notice shall set forth in writing that the Company Versum Board or Parent the Entegris Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation consider whether to take such action (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as taking any action described in clauses (x) or (y) above, the Company Versum or ParentEntegris, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four (4) Business Day period, prior to and as a condition to making a Change of Recommendation as taking any action described in clauses (x) or (y) above, the Company Versum Board or the Parent Entegris Board, as applicable, shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisoradvisor that in the case of a Superior Proposal, that (A) the such Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four (4) Business Days” shall be deemed to be references to “two (2) Business Days” and such two (2) Business Day period shall expire at 11:59 p.m. (Eastern time) on the second (2nd) Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two (2) Business Day period be deemed to shorten the initial four (4) Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the CompanyVersum, the Requisite Company Versum Vote is obtained or, in the case of ParentEntegris, the Requisite Parent Entegris Vote is obtained, the Company Versum Board or the Parent Entegris Board, as applicable, may effect a Change of Recommendation if (A) if an Intervening Event has occurred, and (B) prior to taking such action, the Company Versum Board or the Parent Entegris Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company Versum has given Parent Entegris or Parent Entegris has given the CompanyVersum, as applicable, a Board Recommendation Notice four (4) Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company Versum or ParentEntegris, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening EventAgreement. At the end of the four (4) Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Versum Board or the Parent Entegris Board, as applicable, shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably changes offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii7.2(d)(ii), Section 7.2(d)(iii) or and Section 7.2(e)(iii7.2(e), the Company Special Committee agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, it shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent or the Company, as applicableParent; (B) fail to include the Company Recommendation or the Parent Recommendation, as applicable, in the Proxy StatementProxy/Prospectus; (C) fail to recommend against (x) acceptance recommend, within ten Business Days after the commencement of any such Acquisition Proposal through a tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares Listed Shares (other than by Parent or an Affiliate of Company Common Stock or Parent Common StockParent), as applicable, or (y) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days after the commencement against acceptance of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal)its shareholders; (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b7.2(a) entered into in compliance with Section 7.2(b7.2(a)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit except as expressly permitted by, and after compliance with, Section 7.2(d)(ii), recommend that the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, time the Requisite Company Vote is obtained or, in the case of Parentobtained, the Requisite Parent Vote is obtained, Special Committee may effect a Change of Recommendation if (A) an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s the obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and (B) the Company Board or the Parent Board, as applicable, Special Committee determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of RecommendationProposal; provided, however, that, prior to taking such action, that a Change of Recommendation may not be made unless and until the Company has given Parent or Parent has given the Company, as applicable, written notice of such action and the basis thereof five days in advance (unless at least four Business Days the time such notice is otherwise required to be given there are fewer than five days prior to the expected date of the Company Shareholders Meeting, as may be adjusted pursuant to Section 7.4, in advancewhich case such notice shall be provided as far in advance as practicable), which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) Special Committee intends to effect a Change of Recommendation (consider whether to take such notice, the “Board Recommendation Notice”) action and shall comply in form, substance and delivery with the provisions of Section 7.2(d7.2(c). After giving such Board Recommendation Notice notice and prior to making a effecting such Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal permit the Special Committee not to cease to be effect a Superior ProposalChange of Recommendation in response thereto. At the end of the four Business Day periodfive day period (or such shorter period as is permitted by this Section 7.2(d)(ii)), prior to and as a condition taking action to making effect a Change of Recommendation as described aboveRecommendation, the Company Board or the Parent Board, as applicable, Special Committee shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed by Parent in writing by the other Party and any other information offered by the other Party Parent in response to the Board Recommendation Noticenotice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, advisor that (A) the Superior Proposal would continue to constitute a Superior Proposal, Proposal if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment modification to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d7.2(c) and this Section 7.2(e)(ii7.2(d)(ii) and require a new Board Recommendation Notice, except that references the advance written notice obligation set forth in this Section 7.2(e)(ii7.2(d)(ii) to “four Business Days” shall be deemed reduced to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period)three days. (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, time the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, Special Committee may effect a Change of Recommendation if (A) in response to an Intervening Event if the Special Committee has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines reasonably determined in good faith, after consultation with its outside legal counsel and its financial advisor, that the failure to take such action in response do so would be materially adverse to such Intervening Event the interests of the Company or the Public Shareholders or would otherwise be reasonably be expected likely to be inconsistent with the relevant directors’ fiduciary its duties under applicable LawLaw or obligations under the Company Agreement; provided, however, that prior to making such a Change of Recommendation, Recommendation may not be made unless and until the Company has given Parent or Parent has written notice of such action and the basis thereof five days in advance (unless at the time such notice is otherwise required to be given there are fewer than five days prior to the Companyexpected date of the Company Shareholders Meeting, as applicablemay be adjusted pursuant to Section 7.4, a Board Recommendation Notice four Business Days in advancewhich case such notice shall be provided as far in advance as practicable), which notice shall comply set forth in form, substance writing that the Special Committee intends to consider whether to take such action and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice notice and prior to effecting a such Change of Recommendation, Recommendation the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect permit the Special Committee not to cease to be an Intervening Eventeffect a Change of Recommendation in response thereto. At the end of the four Business Day periodfive day period (or such shorter period as is permitted by this Section 7.2(d)(iii)), prior to and as a condition taking action to effecting effect a Change of Recommendation, the Company Board or the Parent Board, as applicable, Special Committee shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed by Parent in writing by the other Party and any other information offered by the other Party Parent in response to the Board Recommendation Noticenotice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response would continue to such Intervening Event be materially adverse to the interests of the Company or the Public Shareholders or would otherwise be reasonably be expected likely to be inconsistent with the relevant directors’ fiduciary its duties under applicable Law if such adjustments or revisions irrevocably offered in writing by obligations under the other Party were to be given effectCompany Agreement.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(iiSections 6.2(d)(ii) or Section 7.2(e)(iii(iii), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, it shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent or the Company, as applicableParent; (B) fail to include the Company Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/ProspectusDisclosure Document; (C) fail to recommend against (x) acceptance recommend, within ten Business Days after the commencement of any an Acquisition Proposal through a tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock (other than by Parent or Parent Common Stockan Affiliate of Parent), as applicable, or (y) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days after the commencement against acceptance of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal)its stockholders; (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter intoadvisable, any Acquisition Proposal or (any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D), a “Change of Recommendation”); or (E) 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 7.2(b6.2(a) entered into in compliance with Section 7.2(b6.2(a)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, on or prior to the timeto, but not after, in the case of the CompanyCompany Written Consent Delivery Date, the Requisite Company Vote is obtained orBoard (or any committee thereof, including the Company Special Committee) may effect a Change of Recommendation or terminate this Agreement in the case of Parent, the Requisite Parent Vote is obtained, accordance with Section 8.4(b) to enter into an Alternative Acquisition Agreement if (A) an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a material breach of such Party’s the obligations set forth in Section 7.2(a6.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, such committee determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal Proposal, and (B) the Company Board or such committee determines in good faith, after consultation with outside legal counsel and its financial advisor, that failure to consider effect a Change of Recommendation or terminate this Agreement in response to such Acquisition Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, that a Change of Recommendation may not be made and this Agreement may not be terminated unless and until the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least and the basis thereof four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) committee intends to effect a Change of Recommendation (consider whether to take such notice, the “Board Recommendation Notice”) action and shall comply in form, substance and delivery with the provisions of Section 7.2(d6.2(c). After giving such Board Recommendation Notice notice and prior to making a effecting such Change of Recommendation as described aboveor terminating this Agreement to enter into an Alternative Acquisition Agreement, the Company or Parent, as applicable, shall, and shall use direct its reasonable best efforts to cause its Representatives employees, financial advisor and outside legal counsel to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would cause permit the Company Board or such Acquisition Proposal committee not to cease to be effect a Superior ProposalChange of Recommendation or terminate this Agreement in response thereto. At the end of the four Business Day period, prior to and as a condition taking action to making effect a Change of Recommendation as described aboveRecommendation, the Company Board or the Parent Board, as applicable, such committee shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed by Parent in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Noticewriting, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, advisor that (A) the Superior Proposal would continue to constitute a Superior Proposal, Proposal if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment modification to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d6.2(c) and this Section 7.2(e)(ii6.2(d)(ii) and require a new Board Recommendation Notice, except that references the advance written notice obligation set forth in this Section 7.2(e)(ii6.2(d)(ii) to “four Business Days” shall be deemed reduced to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, on or prior to the timeto, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtainedWritten Consent Delivery Date, the Company Board (or any committee thereof, including the Parent Board, as applicable, Company Special Committee) may effect a Change of Recommendation if (A) an Intervening Event has occurredoccurs, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, such committee determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such a Change of Recommendation, Recommendation may not be made unless and until the Company has given Parent or Parent has given written notice of such action and the Company, as applicable, a Board Recommendation Notice basis thereof four Business Days in advance, which notice shall comply set forth in form, substance writing that the Company Board or such committee intends to consider whether to take such action and delivery with reasonably sufficient information about the provisions Intervening Event to enable Parent to propose revisions to the terms of Section 7.2(d) and include this Agreement in such a reasonably detailed description of manner that would obviate the need for taking such Intervening Eventaction. After giving such Board Recommendation Notice notice and prior to effecting a such Change of Recommendation, the Company or Parent, as applicable, shall, and shall use direct its reasonable best efforts to cause its Representatives employees, financial advisor and outside legal counsel to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would cause permit the Company Board or such Effect committee not to cease to be an Intervening Eventeffect a Change of Recommendation. At the end of the such four Business Day period, prior to and as a condition taking action to effecting effect a Change of Recommendation, the Company Board or the Parent Board, as applicable, such committee shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed by Parent in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Noticewriting, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effectLaw.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii), Section 7.2(e)(iii) or Section 7.2(e)(iii7.2(f), the Company Crown agrees that the Company Crown Board, including any committee thereof, and Parent King agrees that the Parent King Board, including any committee thereofthereof (including, as applicable, the Special Committee), shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Crown Recommendation or the Parent King Recommendation, as applicable, in a manner adverse to Parent King or the CompanyCrown, as applicable; (B) fail to include the Company Crown Recommendation or the Parent King Recommendation, as applicable, in the Proxy StatementProxy/Prospectus; (C) fail to recommend against (x) acceptance of any tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Crown Common Stock or Parent King Common Stock, as applicable, or (y) any Acquisition Proposal that is publicly announced, in each case, within ten (10) Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Crown Stockholders Meeting or Parent King Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Crown Board or the Parent King Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposaloffer); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company Crown or ParentKing, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the CompanyCrown, the Requisite Company Crown Vote is obtained or, in the case of ParentKing, the Requisite Parent King Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company Crown or ParentKing, as applicable, and is not withdrawn, and the Company Crown Board or the Parent BoardSpecial Committee, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, advisor that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Crown Board or the Parent BoardKing Board (at the recommendation of the Special Committee), as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company Crown has given Parent King or Parent King has given the CompanyCrown, as applicable, written notice of such action at least and the basis therefor four (4) Business Days in advance, which notice shall set forth in writing that the Company Crown Board or Parent Boardthe King Board (at the recommendation of the Special Committee), as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation consider whether to take such action (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company Crown or ParentKing, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four (4) Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Crown Board or the Parent BoardSpecial Committee, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, advisor that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four (4) Business Days” shall be deemed to be references to “two (2) Business Days” and such two (2) Business Day period shall expire at 11:59 p.m. (Eastern timeNew York Time) on the second (2nd) Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two (2) Business Day period be deemed to shorten the initial four (4) Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the CompanyCrown, the Requisite Company Crown Vote is obtained or, in the case of ParentKing, the Requisite Parent King Vote is obtained, the Company Crown Board or the Parent BoardKing Board (at the recommendation of the Special Committee), as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Crown Board or the Parent BoardSpecial Committee, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company Crown has given Parent King or Parent King has given the CompanyCrown, as applicable, a Board Recommendation Notice four (4) Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company Crown or ParentKing, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four (4) Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Crown Board or the Parent BoardSpecial Committee, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii), the Company agrees that the Company Board, including The Parent Board and any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, thereof shall not: (1) (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Buyer, the Parent Board Recommendation or any other approval, recommendation or declaration of advisability by the Parent Board with respect to this Agreement or the CompanySale, as applicable; (B) adopt, approve, recommend, endorse or otherwise declare advisable any Acquisition Proposal, (C) submit any Acquisition Proposal or any matter related thereto to the vote of the shareholders of Parent, (D) fail to include the Company Parent Board Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; , (CE) if any Acquisition Proposal has been made public, fail to publicly affirm or reaffirm the Parent Board Recommendation upon request of Buyer within five (5) Business Days upon receipt of such written request from Buyer, provided that Buyer may make such request once in connection with each Acquisition Proposal, (F) fail to recommend against (x) acceptance of any tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock or Parent Common Stock, as applicable, or (y) any Acquisition Proposal that is publicly announced, in each case, a tender offer or exchange offer subject to Regulation 14D under the Exchange Act within ten (10) Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicableG) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (D) approve or recommend, or publicly declare advisable or publicly propose or resolve to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and take any of the foregoing actions set forth in (any of the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i)foregoing, a “Change of Recommendation”); or (E2) except as permitted by Section 5.01(c), cause or permit the Company Parent or Parent, as applicable, any of its Subsidiaries to enter into an any Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. Except as expressly permitted by this Section 6.2, neither the board of directors of the Company nor any committee thereof shall, directly or indirectly, (i) Except as permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, shall not: (A) change, qualify, withhold, withdrawwithdraw or modify, amend, qualify or modify (or publicly propose or resolve announce its intention to change, qualify, withhold, withdraw, amend, qualify withdraw or modify, in each case in any manner adverse to Parent, the Company Recommendation, (B) approve or recommend to the shareholders of the Company, or publicly propose or announce its intention to approve or recommend to the shareholders of the Company, an Acquisition Proposal or (C) following the public announcement of an Acquisition Proposal, fail to publicly reaffirm the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent or the Company, as applicable; (B) fail to include the Company Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; (C) fail to recommend against (x) acceptance of any tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock or Parent Common Stock, as applicable, or (y) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days (or if the Shareholders Meeting is to occur prior to the tenth Business Day, such period ending on the Business Day prior to the Shareholders Meeting) after Parent so requests in writing; provided, that such reaffirmation may indicate, if applicable and in addition to the commencement reaffirmation of such tender offer or exchange offer or public announcement the Company Recommendation, that the board of directors of the Company continues to evaluate such Acquisition Proposal (orin a manner consistent with the terms of this Agreement; provided, if earlierfurther, prior that Parent shall only be entitled to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in make one such request with respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal and one request with respect to each material amendment, modification or change thereto (any action described in this clause (i) being referred to as a “Change of Recommendation”); or (ii) authorize, cause or permit the Company or any of its Subsidiaries 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 similar agreement with respect to, or that is intended or would reasonably be expected to lead to, any Acquisition Proposal (other than a confidentiality agreement referred to in Section 7.2(b) entered into in compliance accordance with Section 7.2(b6.2(b)) constituting or relating ). Notwithstanding anything to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions contrary set forth in this Agreement, at any time after the foregoing clauses (A), (B), (C) and this clause (D) date of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, and prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the board of directors of the Company Board or the Parent Board, as applicable, may effect make a Change of Recommendation if (A1) such action is taken in response to an Intervening Event has occurred, and (B2) prior to taking such action, the board of directors of the Company Board or the Parent Board, as applicable, determines has determined in good faith, after consultation with its outside legal counsel and its financial advisorcounsel, that the failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant Company’s directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, (x) the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice at least four Business Days in advanceprior written notice of its intention to take such action, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include has provided a reasonably detailed description of such the Intervening Event. After giving , and (y) upon the end of such Board Recommendation Notice and prior to effecting a Change of Recommendationnotice period, the board of directors of the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate have considered in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such any revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response Parent (to the Board Recommendation Noticeextent Parent proposes any revisions to the Company), and shall have determined in good faith determined, after consultation with its financial advisors and outside legal counsel, that the failure to make a Change of Recommendation would be inconsistent with the Company’s directors’ fiduciary duties under applicable Law. Notwithstanding anything to the contrary set forth in this Agreement, at any time after the date of this Agreement and prior to the time, but not after, the Requisite Company Vote is obtained, the board of directors of the Company may, in response to any Acquisition Proposal that was not the result of a breach of this Section 6.2, make a Change of Recommendation and/or take the actions specified in Section 8.3(a) if the board of directors of the Company determines in good faith, after consultation with outside legal counsel and its financial advisor advisor, that (I) such Intervening Event remains in effect Acquisition Proposal is a Superior Proposal and (II) the failure to effect a Change of Recommendation in response to take such Intervening Event action would reasonably be expected to be inconsistent with the relevant Company’s directors’ fiduciary duties under applicable Law if Law; provided, however, that the Company will not make a Change of Recommendation and/or take any action pursuant to Section 8.3(a) with respect to a Superior Proposal unless: (x) the Company notifies Parent in writing, four Business Days in advance, that it intends to take action pursuant to Section 8.3(a) with respect to a Superior Proposal, which notice will specify the identity of the party who made such adjustments or revisions irrevocably offered Superior Proposal and the material terms and conditions of such Superior Proposal and attach the most current version of the agreement reflecting such terms and conditions; and (y) after providing such notice and prior to making a Change of Recommendation and/or taking any action pursuant to Section 8.3(a) with respect to a Superior Proposal, the Company will negotiate in good faith with Parent during such four Business Day period (to the extent that Parent indicates to the Company that Parent desires to negotiate) with respect to, and will consider in good faith, any changes to this Agreement agreed to be made in writing by Parent so that such Superior Proposal ceases to constitute a Superior Proposal; provided, that in the other Party were event that the financial or material terms of such Acquisition Proposal is thereafter modified by the party making such Acquisition Proposal, the Company will provide written notice of such modified Acquisition Proposal and will again comply with this Section 6.2(c), except that the deadline for such new written notice will be reduced to be given effectthree Business Days (rather than the four Business Days otherwise contemplated by this Section 6.2(c).

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii8.2(d)(ii), Section 8.2(d)(iii) or and Section 7.2(e)(iii8.2(e), the Company Special Committee agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, it shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Partnership Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent or the Company, as applicableParent; (B) fail to include the Company Partnership Recommendation or the Parent Recommendation, as applicable, in the Proxy StatementProxy/Prospectus; (C) fail to recommend against (x) acceptance recommend, within ten Business Days after the commencement of any such Acquisition Proposal through a tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares Class A Common Units (other than by Parent or an Affiliate of Company Common Stock or Parent Common StockParent), as applicable, or (y) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days after the commencement against acceptance of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal)its Limited Partners; (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b8.2(a) entered into in compliance with Section 7.2(b8.2(a)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit except as expressly permitted by, and after compliance with, Section 8.2(d)(ii), recommend that the Company or Parent, as applicable, Partnership to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in time the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote Unitholder Approval is obtained, the Special Committee may effect a Change of Recommendation if (A) an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s the obligations set forth in Section 7.2(a8.2(a) is received by the Company or Parent, as applicable, Partnership and is not withdrawn, and (B) the Company Board or the Parent Board, as applicable, Special Committee determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of RecommendationProposal; provided, however, that, prior to taking such action, that a Change of Recommendation may not be made unless and until the Company Partnership has given Parent or Parent has given the Company, as applicable, written notice of such action and the basis thereof five days in advance (unless at least four Business Days the time such notice is otherwise required to be given there are fewer than five days prior to the expected date of the Partnership Unitholders Meeting, as may be adjusted pursuant to Section 8.4, in advancewhich case such notice shall be provided as far in advance as practicable), which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) Special Committee intends to effect a Change of Recommendation (consider whether to take such notice, the “Board Recommendation Notice”) action and shall comply in form, substance and delivery with the provisions of Section 7.2(d8.2(c). After giving such Board Recommendation Notice notice and prior to making a effecting such Change of Recommendation as described above, the Company or Parent, as applicable, shall, and Partnership shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal permit the Special Committee not to cease to be effect a Superior ProposalChange of Recommendation in response thereto. At the end of the four Business Day periodfive day period (or such shorter period as is permitted by this Section 8.2(d)(ii)), prior to and as a condition taking action to making effect a Change of Recommendation as described aboveRecommendation, the Company Board or the Parent Board, as applicable, Special Committee shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed by Parent in writing by the other Party and any other information offered by the other Party Parent in response to the Board Recommendation Noticenotice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, advisor that (A) the Superior Proposal would continue to constitute a Superior Proposal, Proposal if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment modification to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d8.2(c) and this Section 7.2(e)(ii8.2(d)(ii) and require a new Board Recommendation Notice, except that references the advance written notice obligation set forth in this Section 7.2(e)(ii8.2(d)(ii) to “four Business Days” shall be deemed reduced to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period)three days. (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in time the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote Unitholder Approval is obtained, the Company Board or the Parent Board, as applicable, Special Committee may effect a Change of Recommendation if (A) in response to an Intervening Event if the Special Committee has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines reasonably determined in good faith, after consultation with its outside legal counsel and its financial advisor, that the failure to take such action in response do so would be materially adverse to such Intervening Event the interests of the Partnership or the Public Unitholders or would otherwise be reasonably be expected likely to be inconsistent with the relevant directors’ fiduciary its duties under applicable LawLaw or obligations under the Partnership Agreement; provided, however, that prior to making such a Change of Recommendation, Recommendation may not be made unless and until the Company Partnership has given Parent or Parent has written notice of such action and the basis thereof five days in advance (unless at the time such notice is otherwise required to be given there are fewer than five days prior to the Companyexpected date of the Partnership Unitholders Meeting, as applicablemay be adjusted pursuant to Section 8.4, a Board Recommendation Notice four Business Days in advancewhich case such notice shall be provided as far in advance as practicable), which notice shall comply set forth in form, substance writing that the Special Committee intends to consider whether to take such action and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice notice and prior to effecting a such Change of Recommendation, Recommendation the Company or Parent, as applicable, shall, and Partnership shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect permit the Special Committee not to cease to be an Intervening Eventeffect a Change of Recommendation in response thereto. At the end of the four Business Day periodfive day period (or such shorter period as is permitted by this Section 8.2(d)(iii)), prior to and as a condition taking action to effecting effect a Change of Recommendation, the Company Board or the Parent Board, as applicable, Special Committee shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed by Parent in writing by the other Party and any other information offered by the other Party Parent in response to the Board Recommendation Noticenotice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response would continue to such Intervening Event be materially adverse to the interests of the Partnership or the Public Unitholders or would otherwise be reasonably be expected likely to be inconsistent with the relevant directors’ fiduciary its duties under applicable Law if such adjustments or revisions irrevocably offered in writing by obligations under the other Party were to be given effectPartnership Agreement.

No Change of Recommendation. (i) Except as permitted by set forth in this Section 7.2(e)(ii) or Section 7.2(e)(iii)6.2, the Company agrees that board of directors of the Company Board, including any and each committee thereof, and Parent agrees that of the Parent Board, including any committee thereof, board of directors shall not: (Ai) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve announce any intention to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable), in a manner adverse to Parent or Merger Sub, the Company, as applicableCompany Recommendation; (B) fail to include the Company Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; (Cii) fail to recommend unequivocally against (x) acceptance of any tender offer or exchange offer that is publicly disclosed (other than by its stockholders Parent or an Affiliate of Parent) prior to the earlier of (i) the date prior to the date of the Stockholders Meeting and (y) eleven (11) business days after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding shares or recommend that the stockholders of the Company Common Stock or Parent Common Stock, as applicable, or (y) any Acquisition Proposal that is publicly announced, tender their Shares in each case, within ten Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal)offer; (Diii) approve fail to include the Company Recommendation in the Joint Proxy Statement/Prospectus distributed to the Company’s stockholders in connection with the Stockholders Meeting; (iv) make any other public statement of the board of directors of the Company or a committee thereof in connection with the Stockholders Meeting that is inconsistent with the Company Recommendation; or (v) approve, adopt, recommend, or publicly declare advisable resolve or publicly propose to approve approve, adopt or recommend, or publicly propose to enter into, any Acquisition Proposal or (any letter of intent, memorandum of understanding, agreement action described in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement clauses (other than a confidentiality agreement i) through (v) being referred to in Section 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), as a “Change of Recommendation”); or (E) cause or permit provided that any determination of the board of directors of the Company or Parentany committee thereof to provide, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Boardprovision of, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably Notice shall not be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect deemed a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as expressly permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii5.3(e), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, Board shall not: not (i) (A) withhold, withdraw, amendwithhold, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent Parent, or resolve to or publicly propose to withdraw, withhold, qualify or modify in a manner adverse to Parent, the CompanyCompany Board Recommendation, as applicable; (B) fail to include the Company Board Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; , (C) adopt, approve, endorse or recommend, or resolve to or publicly propose to adopt, approve, endorse or recommend, any Competing Proposal, (D) after receipt or public announcement of a Competing Proposal (other than a tender offer or exchange offer), fail to recommend against publicly affirm the Company Board Recommendation within five (x5) acceptance business days after a request by Parent to do so (or, if earlier, by the close of any business on the business day immediately preceding the scheduled date of the Stockholders’ Meeting), or (E) following the commencement of a tender offer or exchange offer by its stockholders pursuant relating to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend that the Company’s stockholders reject such tender offer or Parent Common Stock, as applicable, or exchange offer within five (y5) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days business days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal pursuant to Rule 14d-9(f) under the Exchange Act (or, if earlier, prior by the close of business on the business day immediately preceding the scheduled date of the Stockholders’ Meeting) (any action in this clause (i) being referred to as a “Change of Recommendation”) or (ii) cause or allow the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance any of doubt, the taking of no position or a neutral position by the Company Board Subsidiaries to execute or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or any letter of intent, memorandum of understanding, agreement in principle, acquisition agreementterm sheet, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement commitment (other than a confidentiality agreement an Acceptable Confidentiality Agreement referred to in Section 7.2(b) entered into in compliance with Section 7.2(b5.3(b)) constituting or relating to, or that is intended to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would could reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives lead to, negotiate in good faith with the other Party any Competing Proposal (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such a “Company Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day periodAgreement”). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as expressly permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii5.2(e), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, Board shall not: not (i) (A) withhold, withdraw, amendwithhold, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent Parent, or resolve to or publicly propose to withdraw, withhold, qualify or modify in a manner adverse to Parent, the CompanyCompany Board Recommendation, as applicable; (B) fail to include the Company Board Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; , (C) fail adopt, approve, endorse or recommend, or resolve to recommend against or publicly propose to adopt, approve, endorse or recommend, any Competing Proposal, (xD) acceptance after receipt or public announcement of any a Competing Proposal (other than a tender offer or exchange offer as discussed in (E) below), fail to publicly affirm the Company Board Recommendation within five (5) business days after a request by its stockholders pursuant Parent to Rule 14d-2 under do so (or, if earlier, by the Exchange Act close of business on the business day immediately preceding the scheduled date of the Stockholders’ Meeting) (which such request may not be made by Parent more than once with respect to any such Competing Proposal; provided that any subsequent modification to a Competing Proposal shall be treated as a new Competing Proposal for outstanding shares purposes of this limitation), or (E) following the commencement of a tender offer or exchange offer relating to the Company Common Stock by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend that the Company’s stockholders reject such tender offer or Parent Common Stock, as applicable, or exchange offer within five (y5) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days business days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal pursuant to Rule 14d-9(f) under the Exchange Act (or, if earlier, prior to by the Company Stockholders Meeting or Parent Stockholders close of business on the business day immediately preceding the scheduled date of the Stockholders’ Meeting), as applicable) (for the avoidance of doubt, it being agreed that the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer offer; (any action in this clause (i) being referred to as a “Change of Recommendation”) or Acquisition Proposal); (Dii) approve cause or recommend, allow the Company or publicly declare advisable the Company Subsidiary to execute or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or any letter of intent, memorandum of understanding, agreement in principle, acquisition agreementterm sheet, merger agreement, option agreement, joint venture agreement, partnership agreement Contract or other agreement commitment (other than a confidentiality agreement an Acceptable Confidentiality Agreement referred to in Section 7.2(b) entered into in compliance with Section 7.2(b5.2(b)) constituting or relating to, or that is intended to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would could reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives lead to, negotiate in good faith with the other Party any Competing Proposal (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such a “Company Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day periodAgreement”). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii6.04(d)(ii) or and Section 7.2(e)(iii6.04(e), the Company agrees that the Company Board, including Board of Directors and any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, thereof shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Board Recommendation, as applicable, in each case in a manner adverse to Parent or the Company, as applicableMerger Sub; (B) fail to include the Company Board Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; (C) fail to recommend against (x) reaffirm the Company Board Recommendation, and (y) recommend against acceptance of any a tender or exchange offer by its the Company’s stockholders pursuant to Rule 14d-2 under the Exchange 1934 Act for outstanding shares of Company Common Stock or Parent Common Stock, as applicable, or (y) any Acquisition Proposal that is publicly announcedShares, in each case, within ten (10) Business Days after receipt of a written request of Parent following an Acquisition Proposal that has been publicly announced (and not publicly withdrawn) (in the case of clause (x)) or the commencement of such tender offer or exchange offer or public announcement (in the case of such Acquisition Proposal clause (y)) or, in each case, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Stockholders’ Meeting, as applicable) (for the avoidance of doubt, ; provided that the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, of Directors in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or offer; provided, further, that the Board of Directors shall not be required to make any reaffirmation in the case of clause (x) more than one time with respect to any Acquisition Proposal unless there shall have been a publicly disclosed change regarding such Acquisition Proposal); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b) an Acceptable Confidentiality Agreement entered into in compliance with Section 7.2(b6.04(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a an “Change of RecommendationAdverse Recommendation Change”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, at any time prior to the time, but not after, in the case of the Company, obtaining the Requisite Company Vote is obtained orVote, the Board of Directors may effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 10.01(d)(i) in order to enter into a binding and definitive written Alternative Acquisition Agreement with respect to a Superior Proposal, in the each case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, only if: (A)(1) a bona fide written Acquisition Proposal received after the date of this Agreement that did not arise result from or arise in connection with a breach of such Partythe Company’s obligations set forth in Section 7.2(a6.04(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, of Directors determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal or (2) an Intervening Event has occurred; and (B) the Board of Directors determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to consider take such Acquisition action described in this Section 6.04(d)(ii) in response to such Superior Proposal or Intervening Event, as applicable, would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of RecommendationDGCL; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice (the “Board Recommendation Notice”) of such action at least four and the basis therefor five (5) Business Days in advance, which notice Board Recommendation Notice shall set forth in writing that the Company Board or Parent Board, as applicable, of Directors intends to consider whether to take such action and (x) received in the case of a bona fide Acquisition Proposal that has not been withdrawnSuperior Proposal, include the information required pursuant to Section 6.04(c) and (y) concluded in good faith that the case of an Intervening Event, include a reasonably detailed description of such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d)Intervening Event. After giving such Board Recommendation Notice and prior to making taking any action in response to a Change of Recommendation Superior Proposal or Intervening Event as described abovein the first sentence of this Section 6.04(d)(ii), the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior ProposalProposal or cause such Intervening Event to cease to warrant an Adverse Recommendation Change. At the end of the four five (5) Business Day period, prior to and as a condition to making taking any action in response to a Change of Recommendation Superior Proposal or Intervening Event as described abovein the first sentence of this Section 6.04(d)(ii), the Company Board or the Parent Board, as applicable, of Directors shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed in writing by the other Party Parent and any other information offered by the other Party Parent in response to the Board Recommendation Notice, and shall have determined in good faith faith, after consultation with its outside legal counsel and its financial advisoradvisor that, that (AI) in the case of a Superior Proposal, such Superior Proposal would continue continues to constitute a Superior ProposalProposal and, in the case of an Intervening Event, such Intervening Event remains in effect and (II) the failure to take such action described the first sentence of this Section 6.04(d)(ii) in response to such Superior Proposal or Intervening Event, as applicable, would be inconsistent with the directors’ fiduciary duties under the DGCL, in each case, if such changes offered or proposed in writing by the other Party Parent were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d6.04(c) and this Section 7.2(e)(ii6.04(d)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii6.04(d)(ii) to “four five (5) Business Days” shall be deemed to be references to “two three (3) Business Days” and such two three (3) Business Day period shall expire at 11:59 p.m. (Eastern time) on the second third Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two three (3) Business Day period be deemed to shorten the initial four five (5) Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as expressly permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii6.2(e), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, Board shall not: not (i) (A) withhold, withdraw, amendwithhold, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent Parent, or resolve to or publicly propose to withdraw, withhold, qualify or modify in a manner adverse to Parent, the CompanyCompany Board Recommendation, as applicable; (B) fail to include the Company Board Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; Schedule 14D-9 when disseminated to the Company’s stockholders, (C) adopt, approve, endorse or recommend, or resolve to or publicly propose to adopt, approve, endorse or recommend, any Competing Proposal, (D) after receipt or public announcement of a Competing Proposal (other than a tender offer or exchange offer), fail to recommend against publicly affirm the Company Board Recommendation within three (x3) acceptance business days after a request by Parent to do so (or, if earlier, by the close of any business on the business day immediately preceding the scheduled date of the Acceptance Time), or (E) following the commencement of a tender offer or exchange offer by its stockholders pursuant relating to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend that the Company’s stockholders reject such tender offer or Parent Common Stock, as applicable, or exchange offer within four (y4) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days business days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal pursuant to Rule 14d-9(f) under the Exchange Act (or, if earlier, prior to by the Company Stockholders Meeting or Parent Stockholders Meeting, as applicableclose of business on the business day immediately preceding the scheduled date of the Acceptance Time) (for the avoidance any action in this clause (i) being referred to as a “Change of doubtRecommendation”) or (ii) authorize, the taking of no position or a neutral position by the Company Board or the Parent Boardapprove, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (D) approve declare advisable or recommend, or propose publicly to authorize, approve, declare advisable or publicly propose to approve or recommend, or publicly propose allow the Company or the Company Subsidiary to execute or enter into, any Acquisition Proposal or any letter of intent, memorandum of understanding, agreement in principle, acquisition agreementterm sheet, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement commitment (other than a confidentiality agreement an Acceptable Confidentiality Agreement referred to in Section 7.2(b) entered into in compliance with Section 7.2(b6.2(b)) constituting or relating to, or that is intended to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would could reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives lead to, negotiate in good faith with the other Party any Competing Proposal (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such a “Company Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day periodAgreement”). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii7.2(d)(ii) or Section 7.2(e)(iii7.2(e), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that thereof (including the Parent Board, including any committee thereofSpecial Committee), shall not: (A) withhold, withdraw, amendqualify, qualify amend or modify (or publicly propose or resolve to withhold, withdraw, amendqualify, qualify amend or modify) the Company Special Committee Recommendation or the Parent Recommendation, as applicable, Company Board Recommendation with respect to the Merger in a any manner adverse to Parent or the Company, as applicableMerger Sub; (B) fail to include following the Company Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; (C) fail to recommend against (x) acceptance of any tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock or Parent Common Stock, as applicable, or (y) date any Acquisition Proposal that or any material modification thereto is first made public or sent or given to stockholders of the Company, fail to issue a press release publicly announced, in each case, reaffirming the Special Committee Recommendation and the Company Board Recommendation within ten five Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) following Parent’s written request to do so (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in which request may only be made once with respect of the acceptance of to any such tender offer or exchange offer or Acquisition Proposal as of Proposal, except that Parent may make an additional request after any material change in the end terms of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (C) following the commencement pursuant to Rule 14d-2 under the Exchange Act of any tender or exchange offer that constitutes an Acquisition Proposal, fail to recommend within ten Business Days after such commencement against acceptance of such tender or exchange offer and reaffirm the Special Committee Recommendation and the Company Board Recommendation; (D) fail to include the Special Committee Recommendation and the Company Board Recommendation in the Proxy Statement; (E) approve or recommend, or propose publicly to approve or recommend any Acquisition Proposal or approve or recommend, or publicly declare advisable or publicly propose to approve or recommendenter into, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything to the contrary set forth in this Agreement to the contrarySection 7.2, at any time prior to the timetime the Company Stockholder Approvals are obtained, but not after, in the case Company Board (acting on the recommendation of the Company, Special Committee) or the Requisite Company Vote is obtained or, in the case Special Committee may (A) effect a Change of Parent, the Requisite Parent Vote is obtained, Recommendation if an unsolicited, (1) a bona fide written Acquisition Proposal that did not result from a breach in any material respect of the Company’s obligations set forth in this Section 7.2 is received by the Company after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawnwithdrawn prior to the Change of Recommendation, and the Company Board (acting on the recommendation of the Special Committee) or the Parent Board, as applicable, Special Committee determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal or (2) an Intervening Event has occurred and the Company Board (Bacting on the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with outside legal counsel that failure to consider such Acquisition Proposal effect a Change of Recommendation would reasonably be expected likely to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, Law or (B) terminate this Agreement pursuant to Section 9.3(a) to enter into an Alternative Acquisition Agreement (which has been authorized and approved by the Company Board) with respect to a bona fide written Acquisition Proposal that did not result from a breach in any material respect of the Company’s obligations set forth in this Section 7.2 and that the Company Board (acting on the recommendation of the Special Committee) or the Parent BoardSpecial Committee determines in good faith, as applicableafter consultation with its outside legal counsel and financial advisor, may effect constitutes a Superior Proposal; provided, that a Change of Recommendation; provided, however, that, prior Recommendation or action to taking such action, terminate this Agreement pursuant to Section 9.3(a) may not be made unless and until the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advanceadvance (an “Initial Notice”), which notice shall set setting forth in writing that the Company Board or Parent Boardthe Special Committee, as applicable, intends to consider whether to take such action, the reasons with respect thereto and (xI) received in the case of a bona fide Acquisition Proposal that has not been withdrawnSuperior Proposal, (y) concluded in good faith that the material terms and conditions of such Acquisition Proposal constitutes a Superior Proposal and (zII) intends to effect in the case of an Intervening Event, a reasonable description of such Intervening Event (it being agreed that, in each case, the delivery of such notice by the Company shall not constitute a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(dRecommendation). After giving such Board Recommendation Initial Notice and prior to making a effecting such Change of Recommendation as described aboveor terminating this Agreement pursuant to Section 9.3(a), if requested by Parent in good faith, the Company or Parent, as applicable, shall, and shall use instruct its reasonable best efforts to cause its Representatives legal and financial advisors to, negotiate in good faith with the other Party Parent and its Representatives (to the extent the other Party Parent wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such that such Acquisition Proposal would no longer constitute a Superior Proposal or that the failure of the Company Board or the Special Committee, as applicable, to cease effect a Change of Recommendation would no longer reasonably be likely to be a Superior Proposalinconsistent with its fiduciary duties, as applicable. At the end of the four Business Day period, prior to and as a condition to making effecting a Change of Recommendation as described aboveor terminating this Agreement pursuant to Section 9.3(a), the Company Board or the Parent BoardSpecial Committee, as applicable, shall take into account any adjustments or revisions commitments to change the terms of this Agreement irrevocably proposed by Parent in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Noticewriting, and shall have determined determine in good faith (after consultation with its outside legal counsel and its financial advisor, counsel) that (A) in the case of a Superior Proposal, the Superior Proposal would continue continues to constitute a Superior Proposal, and (B) in the case of an Intervening Event, the failure to effect a Change of Recommendation in response to such Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable Law, in each case, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references the obligation to give advance written notice with respect thereto as set forth in this Section 7.2(e)(ii7.2(d)(ii) shall be reduced to “four three Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (ia) Except as permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii), the The Company agrees that the Company Board, including any committee thereof, and Parent Pxxxxx agrees that the Parent Board, including any committee thereof, shall not: (Ai) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Board Recommendation or the Parent Board Recommendation, as applicable, in a manner adverse to Parent or the Company, as applicable; (Bii) fail to include the Company Board Recommendation or the Parent Board Recommendation, as applicable, in the Joint Proxy Statement/Prospectus; (Ciii) fail to recommend against (x) acceptance of any tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock or Parent Common Stock, as applicable, or (y) any Acquisition Proposal that is publicly announced, in each case, within ten five (5) Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Stockholder Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (Div) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (Ai), (Bii), (Ciii) and this clause (Div) of this Section 7.2(e)(i5.10(a), a “Change of Recommendation”); or (Ev) cause or permit the Company or the Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii6.2(e)(ii), Section 6.2(e)(iii) or Section 7.2(e)(iii6.2(f), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, it shall not: (A) withhold, withdraw, amendqualify, qualify amend or modify (or publicly propose or resolve to withhold, withdraw, amendqualify, qualify amend or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent or the Company, as applicableMerger Sub; (B) following the date any Acquisition Proposal or any material modification thereto is first made public or sent or given to shareholders of the Company, fail to issue a press release publicly reaffirming the Company Recommendation within ten (10) Business Days (or, if earlier, prior to the Company Shareholders Meeting) following Parent’s written request to do so (which request may only be made once with respect to any such Acquisition Proposal, except that Parent may make an additional request after any material change in the terms of such Acquisition Proposal); (C) fail to include the Company Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/ProspectusStatement or make or expressly authorize by resolution the making of any public statement (oral or written) by any Company director or officer that is known to, or reasonably foreseeable by, the Company Board to have the same consequences as a withdrawal, qualification, amendment or modification of the Company Recommendation; (CD) fail to recommend against (x) acceptance of any a tender or exchange offer by its stockholders shareholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Capital Stock (other than by Parent or Parent Common Stock, as applicable, or (y) any Acquisition Proposal that is publicly announcedan Affiliate of Parent), in each case, within ten (10) Business Days after receipt of a written request of Parent following the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Shareholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposaloffer); (DE) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, recommend any Acquisition Proposal or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b6.2(b) entered into in compliance with Section 7.2(b6.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and ) relating to any Acquisition Proposal (any of the actions set forth in the foregoing clauses (A), (B), (C), (D) and this clause (D) of this Section 7.2(e)(iE), a “Change of Recommendation”); or, (EF) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition AgreementAgreement constituting or related to, or which is intended to or would reasonably be expected to lead to an Acquisition Proposal. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, a bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a material breach of such Party’s the obligations set forth in Section 7.2(a6.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, advisor that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable LawProposal, the Company Board or the Parent Board, as applicable, may (x) effect a Change of RecommendationRecommendation or (y) terminate this Agreement pursuant to Section 8.4(b), in order to enter into a definitive written agreement with respect to such Superior Proposal; provided, however, that, prior to taking such actionaction described in clauses (x) or (y) above, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least and the basis therefor four (4) Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation consider whether to take such action (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with include a copy of the provisions most current version of Section 7.2(d)the proposed agreement under which transaction contemplated by such Superior Proposal is proposed to be consummated. After giving such Board Recommendation Notice and prior to making a Change of Recommendation as taking any action described in clauses (x) or (y) above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four (4) Business Day period, prior to and as a condition to making a Change of Recommendation as taking any action described in clauses (x) or (y) above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed in writing by the other Party Parent and any other information proposals offered in writing by the other Party Parent in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisoradvisor that in the case of such Acquisition Proposal, that (A) the Superior such Acquisition Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party Parent were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d6.2(d) and this Section 7.2(e)(ii6.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii6.2(e)(ii) to “four (4) Business Days” shall be deemed to be references to “two (2) Business Days” and such two (2) Business Day period shall expire at 11:59 p.m. (Eastern time) on the second (2nd) Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two (2) Business Day period be deemed to shorten the initial four (4) Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) if an Intervening Event has occurred, occurred and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four (4) Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening EventAgreement. At the end of the four (4) Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed in writing by the other Party Parent and any other information proposals offered in writing by the other Party Parent in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effectLaw.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii), the Company agrees that Neither the Company Board, including nor any committee thereof, and Parent agrees that including the Parent BoardSRC, including any committee thereof, shall notshall: (1) (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent Parent, the Company Recommendation or any other approval, recommendation or declaration of advisability by the Company Board or SRC with respect to this Agreement, the Mergers or any of the other transactions contemplated hereby, (B) approve, recommend, endorse or otherwise declare advisable any Acquisition Proposal, (C) submit any Acquisition Proposal or any matter related thereto to the vote of the stockholders of the Company, as applicable; (BD) fail to include the Company Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; , (CE) if any Acquisition Proposal (other than an Acquisition Proposal in the circumstances described in clause “(F)” below) has been made public, fail to publicly affirm or reaffirm the Company Recommendation upon request of Parent within five (5) Business Days after the date an Acquisition Proposal shall have been publicly announced (or if the Stockholders Meeting is scheduled to be held within five (5) Business Days from the date an Acquisition Proposal is publicly announced, promptly and in any event prior to the date on which the Stockholders Meeting is scheduled to be held); provided, that Parent may make any such request only once with respect to such Acquisition Proposal unless such Acquisition Proposal is subsequently materially modified in which case Parent may make such request once each time such material modification is made is; (F) fail to publicly recommend against (x) acceptance of any tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock or Parent Common Stock, as applicable, or (y) any Acquisition Proposal that is publicly announceda tender offer or exchange offer subject to Regulation 14D under the Exchange Act (including, in each casefor these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the Company’s stockholders) within ten (10) Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal offer; and (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicableG) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (D) approve or recommend, publicly propose or publicly declare advisable or publicly propose announce an intention to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and take any of the foregoing actions set forth in (any of the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i)foregoing, a “Change of Recommendation”); or (E2) except as permitted by Section 6.01(c), approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve, adopt, declare advisable or recommend), or cause or permit any of the Company or Parent, as applicable, Acquired Companies to enter into an any Alternative Acquisition AgreementAgreement or otherwise resolve to do so. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii8.2(d)(ii) or and Section 7.2(e)(iii8.2(e), each of the Company agrees that L3 Board and the Company Xxxxxx Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, it shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company L3 Recommendation or the Parent Xxxxxx Recommendation, as applicable, in a manner adverse to Parent L3 or the CompanyXxxxxx, as applicable; (B) fail to include the Company L3 Recommendation or the Parent Xxxxxx Recommendation, as applicable, in the Proxy StatementProxy/Prospectus; (C) fail to recommend against (x) reaffirm the L3 Recommendation or Xxxxxx Recommendation, as applicable, and (y) recommend against acceptance of any a tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company L3 Common Stock or Parent Xxxxxx Common Stock, as applicable (other than by L3 or an Affiliate of L3 or Xxxxxx or an Affiliate of Xxxxxx, as applicable, or (y) any Acquisition Proposal that is publicly announced), in each case, within ten (10) Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company L3 Stockholders Meeting or Parent Xxxxxx Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b8.2(b) entered into in compliance with Section 7.2(b8.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company L3 or ParentXxxxxx, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the CompanyL3, the Requisite Company L3 Vote is obtained or, in the case of ParentXxxxxx, the Requisite Parent Xxxxxx Vote is obtained, the L3 Board or the Xxxxxx Board, as applicable, may effect a Change of Recommendation if (A)(1) an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s the obligations set forth in Section 7.2(a8.2(a) is received by the Company L3 or ParentXxxxxx, as applicable, and is not withdrawn, and the Company L3 Board or the Parent Xxxxxx Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith advisor that such Acquisition Proposal constitutes a Superior Proposal and or (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A2) an Intervening Event has occurred, and (B) prior to taking such action, the Company L3 Board or the Parent Xxxxxx Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action effect a Change of Recommendation in response to such Superior Proposal or Intervening Event Event, as applicable, would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such a Change of Recommendation, the Company Recommendation may not be made unless and until L3 has given Parent Xxxxxx or Parent Xxxxxx has given the CompanyL3, as applicable, a Board Recommendation Notice written notice of such action and the basis therefor four (4) Business Days in advance, which notice shall set forth in writing that the L3 Board or the Xxxxxx Board, as applicable, 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 7.2(d8.2(c) and (y) in the case of an Intervening Event, include a reasonably detailed description of such Intervening EventEvent (such notice, the “Board Recommendation Notice”). After giving such Board Recommendation Notice and prior to effecting a such Change of Recommendation, the Company L3 or ParentXxxxxx, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Effect permit the L3 Board or the Xxxxxx Board, as applicable, not to cease to be an Intervening Eventeffect a Change of Recommendation in response thereto. At the end of the four (4) Business Day period, prior to and as a condition to effecting taking action to effect a Change of Recommendation, the Company L3 Board or the Parent Xxxxxx Board, as applicable, shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) in the case of a Superior Proposal, such Superior Proposal would continue to constitute a Superior Proposal and, in the case of an Intervening Event, that such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Superior Proposal or Intervening Event Event, as applicable, would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law Law, in each case, if such adjustments or revisions irrevocably changes offered in writing by the other Party were to be given effect. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 8.2(c) and this Section 8.2(d)(ii) except that references in this Section 8.2(d)(ii) to “four (4) Business Days” shall be deemed to be references to “two (2) Business Days.”

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii), Section 7.2(e)(iii) or Section 7.2(e)(iii7.2(f), the Company agrees that the Company Versum Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, it shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Versum Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent or the Company, as applicableParent; (B) fail to include the Company Versum Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; (C) fail to recommend against (x) acceptance of any a tender or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Versum Common Stock (other than by Parent or Parent Common Stock, as applicable, or (y) any Acquisition Proposal that is publicly announcedan Affiliate of Parent), in each case, within ten (10) Business Days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Versum Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Versum Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposaloffer); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, Versum to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Versum Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s the obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, Versum and is not withdrawn, and the Company Versum Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, advisor that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable LawProposal, the Company Versum Board or the Parent Board, as applicable, may (x) effect a Change of RecommendationRecommendation or (y) terminate this Agreement pursuant to Section 9.4(b), in order to enter into a definitive written agreement with respect to such Superior Proposal; provided, however, that, prior to taking such actionaction described in clauses (x) or (y) above, the Company Versum has given Parent or Parent has given the Company, as applicable, written notice of such action at least and the basis therefor four (4) Business Days in advance, which notice shall set forth in writing that the Company Versum Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation consider whether to take such action (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as taking any action described in clauses (x) or (y) above, the Company or Parent, as applicable, shall, and Versum shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four (4) Business Day period, prior to and as a condition to making a Change of Recommendation as taking any action described in clauses (x) or (y) above, the Company Versum Board or the Parent Board, as applicable, shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed in writing by the other Party Parent and any other information offered by the other Party Parent in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisoradvisor that in the case of a Superior Proposal, that (A) the such Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party Parent were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four (4) Business Days” shall be deemed to be references to “two (2) Business Days” and such two (2) Business Day period shall expire at 11:59 p.m. (Eastern time) on the second (2nd) Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two (2) Business Day period be deemed to shorten the initial four (4) Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Versum Vote is obtained, the Company Versum Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) if an Intervening Event has occurred, and (B) prior to taking such action, the Company Versum Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company Versum has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four (4) Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and Versum shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening EventAgreement. At the end of the four (4) Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Versum Board or the Parent Board, as applicable, shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed in writing by the other Party Parent and any other information offered by the other Party Parent in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably changes offered in writing by the other Party Parent were to be given effect.

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii7.04(d)(ii) or and Section 7.2(e)(iii7.04(e), the Company agrees that the Company Board, including Board of Directors and any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, thereof shall not: (A) withhold, withdraw, amend, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Board Recommendation, as applicable, in each case in a manner adverse to Parent or the Company, as applicableMerger Sub; (B) fail to include the Company Board Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/ProspectusSchedule 14D-9; (C) fail to recommend against (x) reaffirm the Company Board Recommendation, and (y) recommend against acceptance of any a tender or exchange offer by its the Company’s stockholders pursuant to Rule 14d-2 under the Exchange 1934 Act for outstanding shares of Company Common Stock or Parent Common Stock, as applicable, or Shares (y) any Acquisition Proposal that is publicly announcedother than the Offer), in each case, within ten 10 Business Days after receipt of a written request of Parent following an Acquisition Proposal that has been publicly announced (in the case of clause (x)) or the commencement of such tender offer or exchange offer or public announcement (in the case of such Acquisition Proposal clause (y)) or, in each case, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance of doubt, Acceptance Time; provided that the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, of Directors in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or offer; provided, further, that the Board of Directors shall not be required to make any reaffirmation in the case of clause (x) more than one time with respect to any Acquisition Proposal unless there shall have been a publicly disclosed change regarding such Acquisition Proposal); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, license agreement, joint venture agreement, partnership agreement or other agreement (other than a confidentiality agreement referred to in Section 7.2(b7.04(b) entered into in compliance with Section 7.2(b7.04(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a an “Change of RecommendationAdverse Recommendation Change”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, at any time prior to the timeAcceptance Time, but not afterthe Board of Directors may effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 11.01(d)(i) in order to enter into a binding and definitive written Alternative Acquisition Agreement with respect to a Superior Proposal, in the each case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, only if: (A) (1) a bona fide written Acquisition Proposal received after the date of this Agreement that did not arise result from or arise in connection with a breach of such Partythe Company’s obligations set forth in Section 7.2(a7.04(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, of Directors determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and or (B) failure to consider such Acquisition Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A2) an Intervening Event has occurred, ; and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, of Directors determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action described in this Section 7.04(d)(ii) in response to such Superior Proposal or Intervening Event Event, as applicable, would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Lawthe DGCL; provided, however, that that, prior to making taking such Change of Recommendationaction, the Company has given Parent or Parent has given written notice (the Company, as applicable, a “Board Recommendation Notice four Notice”) of such action and the basis therefor five Business Days in advance, which notice Board Recommendation Notice shall set forth in writing that the Board of Directors 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 7.2(d7.04(c) and (y) in the case of an Intervening Event, include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting taking any action in response to a Change Superior Proposal or Intervening Event as described in the first sentence of Recommendationthis Section 7.04(d)(ii), the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party Parent (to the extent the other Party Parent wishes to negotiate) ), to make such revisions to the terms of this Agreement as would cause such Effect Acquisition Proposal to cease to be a Superior Proposal or cause such Intervening Event to cease to warrant an Intervening EventAdverse Recommendation Change. At the end of the four five Business Day period, prior to and as a condition to effecting taking any action in response to a Change Superior Proposal or Intervening Event as described in the first sentence of Recommendationthis Section 7.04(d)(ii), the Company Board or the Parent Board, as applicable, of Directors shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed in writing by the other Party Parent and any other information offered by the other Party Parent in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) in the case of a Superior Proposal, such Superior Proposal continues to constitute a Superior Proposal and, in the case of an Intervening Event, such Intervening Event remains in effect and continues to warrant an Adverse Recommendation Change and (II) the failure to effect a Change take such action described the first sentence of Recommendation this Section 7.04(d)(ii) in response to such Superior Proposal or Intervening Event Event, as applicable, would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law the DGCL, in each case, if such adjustments changes offered or revisions irrevocably offered proposed in writing by the other Party Parent were to be given effect. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.04(c) and this Section 7.04(d)(ii), and will require a new Board Recommendation Notice, except that references in this Section 7.04(d)(ii) to “five Business Days” shall be deemed to be references to “three Business Days” and such three Business Day period shall expire at 11:59 p.m. (New York City time) on the third Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional three Business Day period be deemed to shorten the initial five Business Day period).

No Change of Recommendation. (i) Except as permitted by Section 7.2(e)(ii7.2(d)(ii) or and Section 7.2(e)(iii7.2(e), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, shall not: (A) withhold, withdraw, amendqualify, qualify amend or modify (or publicly propose or resolve to withhold, withdraw, amendqualify, qualify amend or modify) the Company Recommendation or with respect to the Parent Recommendation, as applicable, Merger in a manner adverse to Parent or the Company, as applicableMerger Sub; (B) fail to include the Company Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; (C) fail to recommend against (x) acceptance of any tender approve or exchange offer by its stockholders pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock or Parent Common Stock, as applicablerecommend, or (y) propose publicly to approve or recommend any Acquisition Proposal that is publicly announced, in each case, within ten Business Days after the commencement of such tender offer or exchange offer or public announcement of such proposal reasonably expected to lead to an Acquisition Proposal (or, if earlier, prior to the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance of doubt, the taking of no position or a neutral position by the Company Board or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommendenter into, or publicly propose to enter into, any Acquisition Proposal or 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 7.2(b) entered into in compliance with Section 7.2(b)) constituting or relating to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause ; (D) of this except as expressly permitted by, and after compliance with, Section 7.2(e)(i7.2(d)(ii) and Section 9.3(b), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement; or (E) agree, authorize or commit to do any of the foregoing. (ii) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, prior to the time, but not after, in the case of the Company, time the Requisite Company Vote is obtained or, in the case of Parentobtained, the Requisite Parent Vote is obtained, Company Board may (A) effect a Change of Recommendation if (x)(1) an unsolicited, bona fide unsolicited written Acquisition Proposal received after that the date of this Agreement Company Board determines in good faith is bona fide and that did not arise from or in connection with a breach of such Party’s the obligations set forth in this Section 7.2(a) 7.2 is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with outside legal counsel and its financial advisor, that such Acquisition Proposal constitutes a Superior Proposal or (2) an Intervening Event has occurred, and (y) the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that failure to effect a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law or (B) take action to terminate this Agreement pursuant to, and in accordance with, Section 9.3(b) to enter into an Alternative Acquisition Agreement with respect to an unsolicited written Acquisition Proposal that the Company Board determines in good faith is bona fide and that did not arise from or in connection with a breach of the obligations set forth in this Section 7.2 and that the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that (A1) such Acquisition Proposal constitutes a Superior Proposal and (B2) failure to consider such Acquisition Proposal effect a Change of Recommendation would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior that a Change of Recommendation or action to taking such action, terminate this Agreement pursuant to Section 9.3(b) may not be made (i) unless the Company shall have complied in all material respects with its obligations under this Section 7.2(d) and (ii) unless and until the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four (4) Business Days in advanceadvance (an “Initial Notice”), which notice shall set setting forth in writing that the Company Board or Parent Boardintends to consider whether to take such action, as applicablethe reasons with respect thereto and (I) in the case of a Superior Proposal, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that the material terms and conditions of such Acquisition Proposal constitutes a Superior Proposal and (zII) intends to effect in the case of an Intervening Event, a reasonable description of such Intervening Event (it being agreed that, in each case, the delivery of such notice by the Company shall not constitute a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(dRecommendation). After giving such Board Recommendation Initial Notice and prior to making a effecting such Change of Recommendation as described aboveor taking such action to terminate the Agreement pursuant to Section 9.3(b), the Company or Parent, as applicable, shall, and shall use instruct its reasonable best efforts to cause its Representatives legal and financial advisors to, negotiate in good faith with the other Party Parent and its Representatives throughout such four (4) Business Day period (to the extent the other Party Parent wishes to negotiate) to make such revisions to the terms of this Agreement as such that the failure of the Company Board to effect a Change of Recommendation or to take such action to terminate this Agreement pursuant to Section 9.3(b) would cause such Acquisition Proposal to cease to no longer be a Superior Proposalinconsistent with its fiduciary duties. At the end of the four (4) Business Day period, prior to and as a condition taking action to making effect a Change of Recommendation as described aboveor taking action to terminate the Agreement pursuant to Section 9.3(b), the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions changes to the terms of this Agreement irrevocably proposed by Parent in writing by the other Party and any other information offered by the other Party Parent in response to the Board Recommendation Initial Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) in the case of a Superior Proposal, the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) in the case of an Intervening Event, the failure to pursue effect a Change of Recommendation in response to such Superior Proposal Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, in each case, if such changes offered in writing were to be given effect. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references the obligation to give advance written notice with respect thereto as set forth in this Section 7.2(e)(ii7.2(d) shall be reduced to “four three (3) Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day period). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. (i) Except as expressly permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii5.3(e), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, Board shall not: not (i) (A) withhold, withdraw, amendwithhold, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent Parent, or resolve to or publicly propose to withdraw, withhold, qualify or modify in a manner adverse to Parent, the CompanyCompany Board Recommendation, as applicable; (B) fail to include the Company Board Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; , (C) adopt, approve, endorse or recommend, or resolve to or publicly propose to adopt, approve, endorse or recommend, any Competing Proposal, (D) after receipt or public announcement of a Competing Proposal (other than a tender offer or exchange offer), fail to recommend against publicly affirm the Company Board Recommendation within five (x5) acceptance business days after a request by Parent to do so (or, if earlier, by the close of any business on the business day immediately preceding the scheduled date of the Stockholders’ Meeting), or (E) following the commencement of a tender offer or exchange offer by its stockholders pursuant relating to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend that the Company’s stockholders reject such tender offer or Parent Common Stock, as applicable, or exchange offer within five (y5) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days business days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal pursuant to Rule 14d-9(f) under the Exchange Act (or, if earlier, prior by the close of business on the business day immediately preceding the scheduled date of the Stockholders’ Meeting) (any action in this clause (i) being referred to as a “Change of Recommendation”) or (ii) cause or allow the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance any of doubt, the taking of no position or a neutral position by the Company Board Subsidiaries to execute or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or any letter of intent, memorandum of understanding, agreement in principle, acquisition agreementterm sheet, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement commitment (other than a confidentiality agreement an Acceptable Confidentiality Agreement referred to in Section 7.2(b) entered into in compliance with Section 7.2(b5.3(b)) constituting or relating to, or that is intended to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would could reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives lead to, negotiate in good faith with the other Party any Competing Proposal (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such a “Company Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day periodAgreement”). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.

No Change of Recommendation. Except as expressly permitted by Section 5.3(e) , the Company Board shall not (i) Except as permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii), the Company agrees that the Company Board, including any committee thereof, and Parent agrees that the Parent Board, including any committee thereof, shall not: (A) withhold, withdraw, amendwithhold, qualify or modify (or publicly propose or resolve to withhold, withdraw, amend, qualify or modify) the Company Recommendation or the Parent Recommendation, as applicable, in a manner adverse to Parent Parent, or resolve to or publicly propose to withdraw, withhold, qualify or modify in a manner adverse to Parent, the CompanyCompany Board Recommendation, as applicable; (B) fail to include the Company Board Recommendation or the Parent Recommendation, as applicable, in the Proxy Statement/Prospectus; , (C) adopt, approve, endorse or recommend, or resolve to or publicly propose to adopt, approve, endorse or recommend, any Competing Proposal, (D) after receipt or public announcement of a Competing Proposal (other than a tender offer or exchange offer), fail to recommend against publicly affirm the Company Board Recommendation within five (x5) acceptance business days after a request by Parent to do so (or, if earlier, by the close of any business on the business day immediately preceding the scheduled date of the Stockholders' Meeting), or (E) following the commencement of a tender offer or exchange offer by its stockholders pursuant relating to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock by a Person unaffiliated with Parent, fail to affirm the Company Board Recommendation and recommend that the Company's stockholders reject such tender offer or Parent Common Stock, as applicable, or exchange offer within five (y5) any Acquisition Proposal that is publicly announced, in each case, within ten Business Days business days after the commencement of such tender offer or exchange offer or public announcement of such Acquisition Proposal pursuant to Rule 14d-9(f) under the Exchange Act (or, if earlier, prior by the close of business on the business day immediately preceding the scheduled date of the Stockholders' Meeting) (any action in this clause (i) being referred to as a "Change of Recommendation") or (ii) cause or allow the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable) (for the avoidance any of doubt, the taking of no position or a neutral position by the Company Board Subsidiaries to execute or the Parent Board, as applicable, in respect of the acceptance of any such tender offer or exchange offer or Acquisition Proposal as of the end of such period shall constitute a failure to recommend against acceptance of any such offer or Acquisition Proposal); (D) approve or recommend, or publicly declare advisable or publicly propose to approve or recommend, or publicly propose to enter into, any Acquisition Proposal or any letter of intent, memorandum of understanding, agreement in principle, acquisition agreementterm sheet, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement commitment (other than a confidentiality agreement an Acceptable Confidentiality Agreement referred to in Section 7.2(b) entered into in compliance with Section 7.2(b5.3(b)) constituting or relating to, or that is intended to any Acquisition Proposal (an “Alternative Acquisition Agreement”, and any of the actions set forth in the foregoing clauses (A), (B), (C) and this clause (D) of this Section 7.2(e)(i), a “Change of Recommendation”); or (E) cause or permit the Company or Parent, as applicable, to enter into an Alternative Acquisition Agreement. (ii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, if an unsolicited, bona fide written Acquisition Proposal received after the date of this Agreement that did not arise from or in connection with a breach of such Party’s obligations set forth in Section 7.2(a) is received by the Company or Parent, as applicable, and is not withdrawn, and the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) failure to consider such Acquisition Proposal would could reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation; provided, however, that, prior to taking such action, the Company has given Parent or Parent has given the Company, as applicable, written notice of such action at least four Business Days in advance, which notice shall set forth in writing that the Company Board or Parent Board, as applicable, (x) received a bona fide Acquisition Proposal that has not been withdrawn, (y) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal and (z) intends to effect a Change of Recommendation (such notice, the “Board Recommendation Notice”) and shall comply in form, substance and delivery with the provisions of Section 7.2(d). After giving such Board Recommendation Notice and prior to making a Change of Recommendation as described above, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives lead to, negotiate in good faith with the other Party any Competing Proposal (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such a "Company Acquisition Proposal to cease to be a Superior Proposal. At the end of the four Business Day period, prior to and as a condition to making a Change of Recommendation as described above, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor, that (A) the Superior Proposal would continue to constitute a Superior Proposal, if such changes offered in writing by the other Party were to be given effect, and (B) failure to pursue such Superior Proposal would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law. Any amendment to the financial terms and any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 7.2(d) and this Section 7.2(e)(ii) and require a new Board Recommendation Notice, except that references in this Section 7.2(e)(ii) to “four Business Days” shall be deemed to be references to “two Business Days” and such two Business Day period shall expire at 11:59 p.m. (Eastern time) on the second Business Day immediately following the day on which such new Board Recommendation Notice is delivered (it being understood and agreed that in no event shall any such additional two Business Day period be deemed to shorten the initial four Business Day periodAgreement"). (iii) Notwithstanding anything in this Agreement to the contrary, prior to the time, but not after, in the case of the Company, the Requisite Company Vote is obtained or, in the case of Parent, the Requisite Parent Vote is obtained, the Company Board or the Parent Board, as applicable, may effect a Change of Recommendation if (A) an Intervening Event has occurred, and (B) prior to taking such action, the Company Board or the Parent Board, as applicable, determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to take such action in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law; provided, however, that prior to making such Change of Recommendation, the Company has given Parent or Parent has given the Company, as applicable, a Board Recommendation Notice four Business Days in advance, which notice shall comply in form, substance and delivery with the provisions of Section 7.2(d) and include a reasonably detailed description of such Intervening Event. After giving such Board Recommendation Notice and prior to effecting a Change of Recommendation, the Company or Parent, as applicable, shall, and shall use its reasonable best efforts to cause its Representatives to, negotiate in good faith with the other Party (to the extent the other Party wishes to negotiate) to make such revisions to the terms of this Agreement as would cause such Effect to cease to be an Intervening Event. At the end of the four Business Day period, prior to and as a condition to effecting a Change of Recommendation, the Company Board or the Parent Board, as applicable, shall take into account any adjustments or revisions to the terms of this Agreement irrevocably proposed in writing by the other Party and any other information offered by the other Party in response to the Board Recommendation Notice, and shall have determined in good faith after consultation with its outside legal counsel and its financial advisor that (I) such Intervening Event remains in effect and (II) the failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the relevant directors’ fiduciary duties under applicable Law if such adjustments or revisions irrevocably offered in writing by the other Party were to be given effect.