Common use of No Change of Recommendation Clause in Contracts

No Change of Recommendation. Except as set forth in Section 6.9(c), no Company Non-Solicit Party will: (i) withdraw, qualify or modify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation; (ii) fail to announce publicly, within 10 Business Days after a tender offer or exchange offer relating to any securities of the Company has been commenced, that the Company Board recommends rejection of such tender or exchange offer; (iii) fail to include the Company Board Recommendation in the Proxy Statement distributed to the Company’s shareholders in connection with the Transactions; (iv) approve, adopt or recommend any Alternative Proposal; or (v) resolve or publicly propose to do any of the foregoing (any such prohibited action described in Section 6.9(b)(i) through this Section 6.9(b)(v) being referred to as a “Change of Recommendation”); except that the making of any determination of the Company Board (or any committee thereof) to provide, or the provision of, a Superior Proposal Notice or an Intervening Event Notice in compliance with the terms of this Agreement will not, in and of itself, be deemed a Change of Recommendation.

No Change of Recommendation. Except as set forth in Section 6.9(cSections 6.2(d), no 6.2(e) and 6.2(f), the board of directors of the Company Non-Solicit Party willand each committee of the board of directors shall not: (i) withdraw, qualify or modify (or publicly propose or announce any intention to withdraw, qualify or modify), in a manner adverse to Parent or Merger Sub, the Company Board Recommendation; (ii) fail to announce publicly, within 10 Business Days business days after a tender offer or exchange offer relating to any securities of the Company has shall have been commenced, that the board of directors of the Company Board recommends rejection of such tender or exchange offer; (iii) fail to include the Company Board Recommendation in the Proxy Statement distributed to the Company’s shareholders stockholders in connection with the TransactionsStockholders’ Meeting; (iv) approve, adopt make any other public statement of the board of directors of the Company or recommend any Alternative Proposala committee thereof that is inconsistent with the Company Recommendation; or (v) approve, adopt, recommend, or resolve or publicly propose to do approve, adopt or recommend, any of the foregoing Acquisition Proposal (any such prohibited action described in Section 6.9(b)(iclauses 6.2(c)(i) through this Section 6.9(b)(v6.2(c)(v) being referred to as a “Change of Recommendation”); except provided, that the making of any determination of the board of directors of the Company Board (or any committee thereof) thereof to provide, or the provision of, a Superior Proposal Notice or an Intervening Event Notice in compliance with the terms of this Agreement will shall not, in and of itself, be deemed a Change of Recommendation.

No Change of Recommendation. Except as set forth in Section 6.9(c), no Company Non-Solicit Party will: (i) withdraw, qualify or modify, in a manner adverse to Parent or Merger Sub, the Company Board Recommendation; (ii) fail to announce publicly, within 10 Business Days after a tender offer or exchange offer relating to any securities of the Company has been commenced, that the Company Board recommends rejection of such tender or exchange offer; (iii) fail to include the Company Board Recommendation in the Proxy Statement distributed to the Company’s shareholders stockholders in connection with the Transactions; (iv) approve, adopt or recommend any Alternative Proposal; or (v) resolve or publicly propose to do any of the foregoing (any such prohibited action described in Section 6.9(b)(i) through this Section 6.9(b)(v) being referred to as a “Change of Recommendation”); except that the making of any determination of the Company Board (or any committee thereof) to provide, or the provision of, a Superior Proposal Notice or an Intervening Event Notice in compliance with the terms of this Agreement will not, in and of itself, be deemed a Change of Recommendation.

No Change of Recommendation. Except as set forth in Section 6.9(c6.3(c), no the Company will not, and will cause the other Company Non-Solicit Party willParties not to: (i) withdraw, qualify or modify, in a manner adverse to Parent or Merger SubBCHI, the Company Board Recommendation; (ii) fail to announce publicly, within 10 ten (10) Business Days after a tender offer or exchange offer relating to any securities of the Company has been commenced, that the Company Board recommends rejection of such tender or exchange offer; (iii) fail to include the Company Board Recommendation in the Proxy Statement notice distributed to the Company’s shareholders in connection with stockholders of the TransactionsCompany pursuant to Section 6.2(e); (iv) approve, adopt or recommend any Alternative Proposal; or (v) resolve or publicly propose to do any of the foregoing (any such prohibited action described in Section 6.9(b)(i6.3(b)(i) through this Section 6.9(b)(v6.3(b)(v) being referred to as a “Change of Recommendation”); except provided that the making of any determination of the Company Board (or any committee thereof) to provide, or the provision of, a Superior Proposal Notice or an Intervening Event Change of Recommendation Notice in compliance with the terms of this Agreement will not, in and of itself, be deemed a Change of Recommendation.