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

No Parent Change in Recommendation or Parent Alternative Acquisition Agreement. Except as provided in Section 6.3(f) and Section 6.3(g), Parent’s board of directors and each committee of Parent’s board of directors shall not (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to the Company, the Parent Recommendation or approve, recommend or otherwise declare advisable (or publicly propose or resolve to approve, recommend or otherwise declare advisable) any Parent Acquisition Proposal or make or authorize the making of any public statement (oral or written) that has the substantive effect of such a withdrawal, qualification or modification (each, a “Parent Change in Recommendation”), (ii) cause or permit Parent 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, lease agreement or other agreement (other than a confidentiality agreement referred to in Section 6.3(b) entered into in compliance with Section 6.3(a)) (a “Parent Alternative Acquisition Agreement”) relating to any Parent Acquisition Proposal or requiring Parent (or that would require Parent) to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement; or (iii) approve or recommend, or publicly propose to enter into a Parent Alternative Acquisition Agreement.

No Parent Change in Recommendation or Parent Alternative Acquisition Agreement. Except as provided in Section 6.3(f5.3(f) and Section 6.3(g5.3(g), Parent’s board of directors the Parent Board and each committee of Parent’s board of directors the Parent Board shall not (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to the Company, the Parent Board Recommendation or approve, recommend or otherwise declare advisable (or publicly propose or resolve to approve, recommend or otherwise declare advisable) any Parent Acquisition Proposal or make or authorize the making of any public statement (oral or written) that has the substantive effect of such a withdrawal, qualification or modification (each, a “Parent Change in Recommendation”), ) or (ii) cause or permit Parent 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, lease agreement or other agreement (other than a confidentiality agreement referred to in Section 6.3(b5.3(b) entered into in compliance with Section 6.3(a5.3(a)) (a “Parent Alternative Acquisition Agreement”) relating to any Parent Acquisition Proposal or requiring Parent (or that would require Parent) to abandon, terminate, delay, modify, renegotiate or fail to consummate the Merger or any other transaction contemplated by this Agreement; or Agreement (iii) approve or recommend, or publicly propose to enter into a “Parent Alternative Acquisition Agreement”).