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

No Company Board Recommendation Change or Alternative Acquisition Agreement. Except as permitted by Section 5.4(d), neither the Company Board nor any committee thereof shall: (i) (A) withhold or withdraw (or amend, qualify or modify in a manner adverse to Parent in any material respect), or publicly propose to withhold or withdraw (or amend, qualify or modify in a manner adverse to Parent in any material respect), the Company Board Recommendation; (B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus; (C) publicly adopt, approve or recommend an Acquisition Proposal; (D) make any recommendation in support of, or fail to recommend against, a tender or exchange offer that constitutes an Acquisition Proposal (it being understood that the Company Board (or a committee thereof) may refrain from taking a position with respect to an Acquisition Proposal until the close of business on the tenth (10th) Business Day after the commencement of a tender or exchange offer in connection with such Acquisition Proposal without such action being considered a violation of this Section 5.4(c)(i)); or (E) fail to reaffirm the Company Board Recommendation on or prior to the later of (x) ten (10) Business Days after an Acquisition Proposal shall have been publicly announced or disclosed and (y) two (2) Business Days following the written request of Parent after an Acquisition Proposal shall have been publicly announced or disclosed (provided, however, that Parent may make such request no more than twice after, and in connection with, an Acquisition Proposal that shall have been made; provided, further, that any material change to the terms of such Acquisition Proposal shall entitle Parent to a further two (2) requests in connection with such Acquisition Proposal) (any action described in clauses (A), (B), (C), (D) or (E), a “Company Board Recommendation Change”). For the avoidance of doubt, (1) a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act, (2) the determination by the Company Board (or a committee thereof) that an Acquisition Proposal constitutes a Superior Proposal as and to the extent permitted by Section 5.4(d)(ii) or the taking of any other action expressly permitted by Section 5.4(b) or (3) the delivery by the Company of any notice contemplated by Section 5.4(d) or any negotiations during the applicable three (3) Business Day notice period in respect thereto in compliance with this Agreement will not (in and of itself) constitute a Company Board Recommendation Change; or (ii) cause or permit the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement.

No Company Board Recommendation Change or Alternative Acquisition Agreement. Except as permitted by Section 5.4(d5.3(d), neither the Company Board nor any committee thereof shall: (i) (A) withhold withhold, withdraw or withdraw (or amend, qualify or modify in a manner adverse to Parent in any material respect)modify, or publicly propose to withhold withhold, withdraw or withdraw (or amend, qualify or modify in a manner adverse to Parent in any material respect)modify, the Company Board Recommendation; (B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus; (C) fail to reaffirm the Company Board Recommendation within ten (10) Business Days following the written request of Parent (provided, however, that Parent may make such request no more than twice plus one time more any time an Acquisition Proposal has been made); (D) publicly adopt, approve or recommend (or publicly propose to adopt, approve or recommend) an Acquisition Proposal; or (DE) make any recommendation in support of, or fail to recommend against, a tender or exchange offer that constitutes an Acquisition Proposal (it being understood that the Company Board (or a committee thereof) may refrain from taking a position with respect to an Acquisition Proposal until the close of business on the tenth (10th) Business Day after the commencement of a tender or exchange offer in connection with such Acquisition Proposal without such action being considered a violation of this Section 5.4(c)(i5.3(c)(i)); or (E) fail to reaffirm the Company Board Recommendation on or prior to the later of (x) ten (10) Business Days after an Acquisition Proposal shall have been publicly announced or disclosed and (y) two (2) Business Days following the written request of Parent after an Acquisition Proposal shall have been publicly announced or disclosed (provided, however, that Parent may make such request no more than twice after, and in connection with, an Acquisition Proposal that shall have been made; provided, further, that any material change to the terms of such Acquisition Proposal shall entitle Parent to a further two (2) requests in connection with such Acquisition Proposal) (any action described in clauses (A), (B), (C), (D) or (E), a “Company Board Recommendation Change”). For the avoidance ; provided, however, that none of doubt, (1) a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange ActAct (or any substantially similar communication), (2) the determination by the Company Board (or a committee thereof) that an Acquisition Proposal constitutes a Superior Proposal or the taking of any other action contemplated by Section 5.3(b) as and to the extent permitted by Section 5.4(d)(ii) or the taking of any other action expressly permitted by Section 5.4(b) 5.3(d)(ii); or (3) the delivery by the Company of any notice contemplated by Section 5.4(d5.3(d) or any negotiations during the applicable three (3) Business Day notice period Notice Period in respect thereto in compliance with this Agreement will not (in and of itself) constitute a Company Board Recommendation ChangeChange or a violation of this Section 5.3; or (ii) cause or permit the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement.

No Company Board Recommendation Change or Alternative Acquisition Agreement. Except as permitted by Section 5.4(d5.3(d), neither the Company Board nor any committee thereof shall: (i) (A) withhold withhold, withdraw, qualify, amend or withdraw (modify, or amendpublicly propose to withhold, qualify withdraw, qualify, amend or modify modify, the Company Board Recommendation in a manner adverse to Parent in any material respect), or publicly propose to withhold or withdraw (or amend, qualify or modify in a manner adverse to Parent in any material respect), the Company Board Recommendation; (B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus; (C) publicly adopt, approve authorize, approve, accept, endorse, declare advisable or recommend an Acquisition Proposal, or publicly propose to adopt, authorize, approve, accept, endorse, declare advisable or recommend an Acquisition Proposal; (D) submit to a vote of the Company Stockholders any Acquisition Proposal; (E) fail to reaffirm the Company Board Recommendation following the public announcement of an Acquisition Proposal within five (5) Business Days (or ten (10) Business Days in the case of an Acquisition Proposal subject to clause (F) below) after Parent so requests in writing; or (F) make any recommendation in support of, or fail to recommend against, of a tender or exchange offer that constitutes an Acquisition Proposal (it being understood that the Company Board (or a committee thereof) may refrain from taking a position with respect fail to an Acquisition Proposal until the close of business on the tenth (10th) Business Day after the commencement of recommend against such a tender or exchange offer in connection with such Acquisition Proposal without such action being considered a violation of this Section 5.4(c)(i)); or (E) fail to reaffirm the Company Board Recommendation on or prior to the later of (x) within ten (10) Business Days after an Acquisition Proposal shall have been publicly announced or disclosed and of the commencement (yas such term is defined in Rule 14d-2 of the Exchange Act) two (2) Business Days following the written request of Parent after an Acquisition Proposal shall have been publicly announced or disclosed (provided, however, that Parent may make such request no more than twice after, and in connection with, an Acquisition Proposal that shall have been made; provided, further, that any material change to the terms of such Acquisition Proposal shall entitle Parent to a further two (2) requests in connection with such Acquisition Proposal) thereof (any action described in clauses (A), (B), (C), (D), (E) or (EF), a “Company Board Recommendation Change”). For the avoidance ; provided, however, that none of doubt, (1) a customary “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange ActAct (or any substantially similar communication); provided that the Company expressly confirms that the Company Board has not changed the Company Board Recommendation in such communication, (2) the determination by the Company Board (or a committee thereof) ), in and of itself, that an Acquisition Proposal constitutes a Superior Proposal as and to the extent permitted by Section 5.4(d)(ii) or the taking of any other action expressly permitted by Section 5.4(b) 5.3(b); or (3) the delivery by the Company of any notice contemplated by Section 5.4(d5.3(d) or any negotiations during the applicable three (3) Business Day notice period Notice Period in respect thereto in compliance with this Agreement will not (will, in and of itself) , constitute a Company Board Recommendation ChangeChange or a violation of this Section 5.3; or (ii) cause or permit the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement.

No Company Board Recommendation Change or Alternative Acquisition Agreement. Except as permitted by Section 5.4(d5.3(e), neither the Company Board nor any committee thereof shall: (i) (A) withhold withhold, withdraw or withdraw (or amend, qualify or modify in a manner adverse to Parent in any material respect)modify, or publicly propose to withhold withhold, withdraw or withdraw (or amend, qualify or modify in a manner adverse to Parent in any material respect)modify, the Company Board Recommendation; (B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus; (C) fail to publicly reaffirm the Company Board Recommendation within five Business Days following the written request of Parent (provided, however, that Parent may make such request no more than twice plus one time more each time an Acquisition Proposal or Inquiry or material modification thereto shall have become publicly known); (D) publicly adopt, approve or recommend (or publicly propose to adopt, approve or recommend) an Acquisition Proposal; or (DE) make any recommendation in support of, or or, within ten (10) Business Days following its commencement, fail to recommend against, a tender or exchange offer that constitutes an Acquisition Proposal (it being understood that the Company Board (or a committee thereof) may refrain from taking a position with respect to an Acquisition Proposal until the close of business on the tenth (10th) Business Day after the commencement of a tender or exchange offer in connection with such Acquisition Proposal without such action being considered a violation of this Section 5.4(c)(i)); or (E) fail to reaffirm the Company Board Recommendation on or prior to the later of (x) ten (10) Business Days after an Acquisition Proposal shall have been publicly announced or disclosed and (y) two (2) Business Days following the written request of Parent after an Acquisition Proposal shall have been publicly announced or disclosed (provided, however, that Parent may make such request no more than twice after, and in connection with, an Acquisition Proposal that shall have been made; provided, further, that any material change to the terms of such Acquisition Proposal shall entitle Parent to a further two (2) requests in connection with such Acquisition Proposal) (any action described in clauses (A), (B), (C), (D) or (E), a “Company Board Recommendation Change”). For the avoidance ; provided, however, that none of doubt, (1) a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders Shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange ActAct (or any substantially similar communication), (2) the determination by the Company Board (or a committee thereof) that an Acquisition Proposal constitutes a Superior Proposal or the taking of any other action contemplated by Section 5.3(c) as and to the extent permitted by Section 5.4(d)(ii) or the taking of any other action expressly permitted by Section 5.4(b) 5.3(e)(ii); or (3) the delivery by the Company of any notice contemplated by Section 5.4(d5.3(e) or any negotiations during the applicable three (3) Business Day notice period Notice Period in respect thereto in compliance with this Agreement will not (in and of itself) constitute a Company Board Recommendation ChangeChange or a violation of this Section 5.3; or (ii) cause or permit the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement.