Common use of Parent Board Recommendation Clause in Contracts

Parent Board Recommendation. (a) Neither the Parent Board nor any committee thereof shall (i) withhold, withdraw, amend, qualify or modify in a manner adverse to the Company, or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to the Company, the Parent Board Recommendation, (ii) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus or (iii) fail to publicly reaffirm the Parent Board Recommendation following any Parent Acquisition Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing; provided that the Company may not make such request more than one time with respect to any Parent Acquisition Proposal unless there shall have been an additional public announcement by Parent with respect to such Parent Acquisition Proposal (each of clauses (i), (ii) and (iii), a “Parent Board Recommendation Change”). (b) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to the receipt of the Parent Stockholder Approval, (1) in connection with a Parent Intervening Event or (2) if the Parent Board receives a Parent Acquisition Proposal that constitutes a Parent Superior Proposal, the Parent Board may effect a Parent Board Recommendation Change, in each case, if and only if, prior to effecting such Parent Board Recommendation Change: (i) the Parent Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under Delaware Law; (ii) Parent shall have notified the Company in writing at least five (5) Business Days before taking such action of its intention to do so, and shall have specified the reasons therefor, including (A) if such notice is made in connection with a Parent Intervening Event, a reasonable description of the Parent Intervening Event and (B) if such notice is made in connection with a Parent Superior Proposal, the terms and conditions of, and the identity of the Person make such Parent Superior Proposal; (iii) during such five (5) Business Day period, prior to its effecting a Parent Board Recommendation Change, if requested by the Company, Parent shall have made its Representatives available to negotiate with the Company’s Representatives in good faith regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent; and (iv) if the Company shall have delivered to Parent a written offer to modify the terms and conditions of this Agreement during such five (5) Business Day period, the Parent Board, after expiration of such period and after taking into consideration the adjusted terms and conditions of this Agreement as proposed by the Company, shall have determined in good faith (after consultation with its outside legal counsel and financial advisor) that, (A) in the case of a Parent Superior Proposal, such Parent Superior Proposal continued to be a Parent Superior Proposal, and that the failure to make a Parent Board Recommendation Change would be inconsistent with its fiduciary duties to the Parent Stockholders under Delaware Law or (B) in the case of a Parent Intervening Event, the failure to make a Parent Board Recommendation Change would be inconsistent with its fiduciary duties under Delaware Law. (c) Nothing in this Agreement shall prohibit the Parent Board and/or any authorized committee thereof from making any disclosure to the Parent Stockholders that the Parent Board and/or any committee thereof determines in good faith (after consultation from its outside legal counsel) that the failure to make such disclosure would be inconsistent with its fiduciary duties under Delaware Law; provided that any such disclosure shall be deemed to be a Parent Board Recommendation Change (including for purposes of Section 8.1(f), unless the Parent Board expressly reaffirms its recommendation to the Parent Stockholders in favor of the approval of this Agreement and the Merger in such disclosure; provided, further, that this Section 6.6(c) shall not be deemed to permit the Parent Board to make a Parent Board Recommendation Change or take any of the actions referred to in Section 6.6(b), except, in each case, to the extent permitted by Section 6.6(b).

Parent Board Recommendation. (a) Neither Subject to Section 6.06(b), from and after the date hereof until the earlier to occur of the Parent Shareholder Approval and the termination of this Agreement pursuant to Section 9.01, the Parent Board nor any committee thereof shall (i) not withhold, withdraw, amend, qualify withdraw or modify in a manner adverse to the Company, Company or publicly propose to withhold, withdraw, amend, qualify withdraw or modify in a manner adverse to the Company, the Parent Board Recommendation, (ii) fail to include Company the Parent Board Recommendation in the Joint Proxy Statement/Prospectus or (iii) fail to publicly reaffirm the Parent Board Recommendation following any Parent Acquisition Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing; provided that the Company may not make such request more than one time with respect to any Parent Acquisition Proposal unless there shall have been an additional public announcement by Parent with respect to such Parent Acquisition Proposal (each of clauses (i), (ii) and (iii), a “Parent Board Adverse Recommendation Change”). (b) Notwithstanding the foregoing or anything to the contrary set forth in this Agreementforegoing, at any time if prior to the receipt of the Parent Stockholder Shareholder Approval, (1) in connection with a Parent Intervening Event there occurs an event, fact, circumstance or (2) if development, that occurs after the date hereof that was not known or foreseen by the Parent Board receives as of the date hereof that becomes known prior to receipt of the Parent Shareholder Approval (a “Parent Acquisition Proposal that constitutes a Parent Superior ProposalIntervening Event”), the Parent Board may shall be entitled to effect a Parent Board Adverse Recommendation Change, in each case, if and only if, prior to effecting such Parent Board Recommendation Change: Change provided that (i) the Parent Board determines in good faith, after consultation with its outside legal counselcounsel to Parent, that failure to do so take such action would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Applicable Law; ; (ii) Parent shall have has notified the Company in writing at least five (5) Business Days before taking such action of its intention that it intends to do soeffect a Parent Adverse Recommendation Change, and shall have specified describing in reasonable detail the reasons thereforfor such Parent Adverse Recommendation Change, including (A) if a description in reasonable detail of such notice is made in connection with a Parent Intervening Event, a reasonable description of the Parent Intervening Event and (B) if such notice is made in connection with a Parent Superior Proposal, the terms and conditions of, and the identity of the Person make such Parent Superior Proposal; ; (iii) during such five (5) a three-Business Day period, prior to its effecting a Parent Board Recommendation Changecommencing with the first Business Day after the delivery of the notice under Section 6.06(b)(ii) shall have expired and, if requested by the Company, Parent shall have made its Representatives available to discuss and negotiate in good faith with the Company’s Representatives in good faith regarding any revisions proposed modifications to the terms and conditions of the transactions contemplated by this Agreement proposed during this three-Business Day period following delivery by ParentParent to the Company of such notice; and and (iv) if the Company shall have delivered a binding proposal capable of being accepted by Parent to Parent a written offer to modify amend the terms and conditions of this Agreement during such five (5) three-Business Day period, the Parent Board, after expiration of such period and after taking into consideration the adjusted terms and conditions of this Agreement as proposed by the Company, Board shall have determined in good faith (faith, after consultation with its outside legal counsel and financial advisor) thatcounsel, (A) in the case of a Parent Superior Proposal, such Parent Superior Proposal continued to be a Parent Superior Proposal, and that the failure to make a Parent Board Recommendation Change take such action would reasonably be inconsistent with its fiduciary duties expected to the Parent Stockholders under Delaware Law or (B) in the case of a Parent Intervening Event, the failure to make a Parent Board Recommendation Change would be inconsistent with its fiduciary duties under Delaware Applicable Law. (c) Nothing . Parent shall keep strictly confidential any proposals made by the Company to revise the terms of this Agreement, other than in this Agreement shall prohibit the Parent Board and/or event of any authorized committee thereof from making any disclosure amendment to the Parent Stockholders that the Parent Board and/or any committee thereof determines in good faith (after consultation from its outside legal counsel) that the failure to make such disclosure would be inconsistent with its fiduciary duties under Delaware Law; provided that any such disclosure shall be deemed to be a Parent Board Recommendation Change (including for purposes of Section 8.1(f), unless the Parent Board expressly reaffirms its recommendation to the Parent Stockholders in favor of the approval of this Agreement and the Merger in such disclosure; provided, further, that this Section 6.6(c) shall not be deemed to permit the Parent Board to make a Parent Board Recommendation Change or take any of the actions referred to in Section 6.6(b), except, in each case, to the extent permitted by Section 6.6(b)required to be disclosed in any Parent SEC Documents.

Parent Board Recommendation. (a) Neither the Parent Board nor any committee thereof shall may directly or indirectly (ia) withhold, withdraw, withdraw (or amend, qualify or modify in a manner adverse to the Company, ) or publicly propose to withhold, withdraw, withdraw (or amend, qualify or modify in a manner adverse to the Company), the approval, recommendation or declaration of advisability by the Parent Board Recommendationor any such committee of the Merger, (iib) propose publicly to recommend, adopt or approve any Parent Acquisition Proposal, (c) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus , or (iiid) fail to publicly reaffirm or re-publish the Parent Board Recommendation following any Parent Acquisition Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after of being requested by the Company to do so requests or, if earlier, not later than two (2) Business Days prior to the Parent Stockholders’ Meeting (any action described in writing; provided this sentence being referred to as a “Parent Adverse Recommendation Change”), provided, that the Company may not make such request more than one time with respect ten (10) Business Day period shall be extended for an additional five (5) Business Days following any material modification to any Parent Acquisition Proposal unless there occurring after the receipt of the Company’s written request, and the Company shall have be entitled to make such a written request for reaffirmation or republication only once for each Parent Acquisition Proposal. A “stop, look and listen” disclosure pursuant to Rule 14d-9(f) promulgated under the Exchange Act in connection with a tender or exchange offer shall not constitute a Parent Adverse Recommendation Change. A change of the Parent Board Recommendation to “neutral” is a Parent Adverse Recommendation Change. Notwithstanding the foregoing, at any time prior to obtaining the Parent Stockholder Approval, and subject to Parent compliance in all material respects with the provisions of Section 7.03, Section 7.05 and this Section 7.06, in response to a Parent Acquisition Proposal that the Parent Board has determined in its reasonable discretion is a Parent Superior Proposal that has not been an additional public announcement by withdrawn and did not result from a breach of Section 7.05, the Parent Board may make such a Parent Adverse Recommendation Change or terminate this Agreement pursuant to Section 9.01(b)(iii); provided, however, that Parent may not make a Parent Adverse Recommendation Change or terminate this Agreement pursuant to Section 9.01(b)(iii) in response to a Parent Superior Proposal (x) until four (4) Business Days after Parent provides written notice to the Company advising the Company that the Parent Board has received a Parent Superior Proposal, specifying the material terms and conditions of such Parent Superior Proposal, identifying the Person or group making such Parent Superior Proposal and including copies of all documents pertaining to such Parent Superior Proposal (it being understood and agreed that any change to the financial or other material terms of a proposal that was previously the subject of a notice hereunder shall require a new notice as provided herein, but with respect to any such subsequent notices references to a “four (4) Business Day period” shall be deemed references to a “two (2) Business Day period”); (y) if during such four (4) or two (2) Business Day period (the “Parent Acquisition Proposal (each of clauses (iNotice Period”), the Company proposes any alternative transaction in writing (iiincluding any modifications to the terms of this Agreement), unless the Parent Board determines in good faith, after good faith negotiations between Parent and the Company (if such negotiations are requested by the Company) during such four (4) or two (2) Business Day Parent Notice Period (after consultation with Parent’s outside legal counsel and financial advisor and taking into account all financial, legal and regulatory terms and conditions of such alternative transaction proposal and expected timing of consummation and the relative risks of non-consummation of the alternative transaction proposal and the Parent Superior Proposal) that such alternative transaction proposed by the Company in writing is not at least as favorable to Parent and the Parent Stockholders as the Parent Superior Proposal and (iii), a “z) unless the Parent Board determines in good faith after consultation with its outside legal counsel and financial advisor that the failure to make a Parent Adverse Recommendation Change”)Change would be inconsistent with its fiduciary obligations to the Parent Stockholders under applicable Law. (b) Notwithstanding the foregoing or anything to the contrary set forth in this Agreementforegoing, at any time prior to the receipt of obtaining the Parent Stockholder Approval, (1) in connection with a Parent Intervening Event or (2) if the Parent Board receives a Parent Acquisition Proposal that constitutes a Parent Superior Proposal, the Parent Board may effect a Parent Board Adverse Recommendation Change, in each case, Change if and only if, prior to effecting such Parent Board Recommendation Change: (i) the Parent Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so take such action would be inconsistent with its fiduciary duties under Delaware applicable Law; ; provided, that (iii) Parent shall have notified first notify the Company in writing at least five four (54) Business Days before taking such action of its intention to do sotake such action, and which notice shall have specified include a reasonably detailed description of the reasons therefor, including (Aii) if such notice is made in connection with a Parent Intervening Event, a reasonable description of the Parent Intervening Event and (B) if such notice is made in connection with a Parent Superior Proposal, the terms and conditions of, and the identity of the Person make such Parent Superior Proposal; (iii) during such five (5) Business Day period, prior to its effecting a Parent Board Recommendation Change, if requested by the Company, Parent shall have made make its Representatives reasonably available to negotiate with the Company’s Company and its Representatives in good faith during such four (4) Business Day period following such notice regarding any revisions proposal by the Company to amend the terms of this Agreement, and (iii) the transactions contemplated by this Agreement proposed by Parent; and Parent Board shall not effect any Parent Adverse Recommendation Change unless, after the four (iv) if the Company shall have delivered to Parent a written offer to modify the terms and conditions of this Agreement during such five (54) Business Day periodperiod described in the foregoing clause (ii), the Parent Board, after expiration of such period and after taking into consideration the adjusted terms and conditions of this Agreement as proposed by the Company, shall have determined Board determines in good faith (faith, after consultation with its outside legal counsel and financial advisor) thattaking into account any written proposal by the Company to amend the terms of this Agreement during such four Business Day period, (A) in the case of a Parent Superior Proposal, such Parent Superior Proposal continued to be a Parent Superior Proposal, and that the failure to make a Parent Board Recommendation Change take such action would be inconsistent with its fiduciary duties continue to the Parent Stockholders under Delaware Law or (B) in the case of a Parent Intervening Event, the failure to make a Parent Board Recommendation Change would be inconsistent with its fiduciary duties under Delaware applicable Law. (c) Nothing The Parties agree that in this Agreement shall prohibit the Parent Board and/or any authorized committee thereof from making any disclosure addition to the other obligations of Parent Stockholders that set forth in Section 7.05 and this Section 7.06, as promptly as practicable after receipt thereof, and in any event within forty-eight (48) hours, Parent shall advise the Company in writing of any request for information or any Parent Board and/or Acquisition Proposal received from any committee thereof determines in good faith (after consultation from its outside legal counsel) that Person and the failure to make material terms and conditions of such disclosure would be inconsistent with its fiduciary duties under Delaware Law; provided that any such disclosure Parent Acquisition Proposal, and Parent shall be deemed to be a Parent Board Recommendation Change (including for purposes of Section 8.1(f), unless the Parent Board expressly reaffirms its recommendation promptly provide to the Parent Stockholders Company copies of any written requests, proposals or offers, including proposed agreements received by the Company in favor of the approval of this Agreement and the Merger in such disclosure; provided, further, that this Section 6.6(c) shall not be deemed to permit the Parent Board to make a Parent Board Recommendation Change or take connection with any of the actions referred to in Section 6.6(b)foregoing and the identity of the Person or group making any such request, except, in each case, Parent Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. Parent agrees that it shall substantially concurrently provide to the extent permitted by Section 6.6(bCompany any non-public information concerning itself or its Subsidiaries provided to any other Person or group in connection with any Parent Acquisition Proposal which was not previously provided to the Company. Parent shall keep the Company reasonably informed, on a reasonably current basis, of the status of any Parent Acquisition Proposals (including the identity of the parties and price involved and any changes to any material terms and conditions thereof).

Parent Board Recommendation. (a) Neither Subject to the permitted actions contemplated by Section 4.9(b), neither the Parent Board nor any committee thereof shall (i) withhold, withdraw, amend, qualify withdraw or modify in a manner adverse to the CompanyCompany or the Merger, or publicly propose to withhold, withdraw, amend, qualify withdraw or modify in a manner adverse to the CompanyCompany or the Merger, the Parent Board Recommendation, Recommendation (ii) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus or (iii) fail to publicly reaffirm the Parent Board Recommendation following any Parent Acquisition Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing; provided that the Company may not make of such request more than one time with respect to any Parent Acquisition Proposal unless there shall have been an additional public announcement by Parent with respect to such Parent Acquisition Proposal (each of clauses (i), (ii) and (iii)actions, a “Parent Board Adverse Recommendation Change”). (b) Notwithstanding the foregoing or anything to the contrary set forth in this AgreementSection 4.9, at any time if, prior to the receipt of the Parent Stockholder Approval, (1) in connection with a Parent Intervening Event or (2) if the Parent Board receives a Parent Acquisition Proposal that constitutes a Parent Superior Proposal, the Parent Board may effect a Parent Board Recommendation Change, in each case, if and only if, prior to effecting such Parent Board Recommendation Change: (i) the Parent Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with the Parent Board’s exercise of its fiduciary duties under Delaware Law; (ii) Parent shall have notified the Company in writing at least five (5) Business Days before taking such action of its intention to do so, and shall have specified the reasons therefor, including (A) if such notice is made in connection with a Parent Intervening Event, a reasonable description of the Parent Intervening Event and (B) if such notice is made in connection with a Parent Superior Proposal, the terms and conditions of, and the identity of the Person make such Parent Superior Proposal; (iii) during such five (5) Business Day period, prior to its effecting a Parent Board Recommendation Change, if requested by the Company, Parent shall have made its Representatives available to negotiate with the Company’s Representatives in good faith regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent; and (iv) if the Company shall have delivered to Parent a written offer to modify the terms and conditions of this Agreement during such five (5) Business Day periodduties, the Parent Board, after expiration of such period and after taking into consideration the adjusted terms and conditions of this Agreement as proposed by the Company, shall have determined in good faith (after consultation with its outside legal counsel and financial advisor) that, (A) in the case of Board may effect a Parent Superior Proposal, such Parent Superior Proposal continued to be a Parent Superior Proposal, and that the failure to make a Parent Board Adverse Recommendation Change would be inconsistent with its fiduciary duties to the Parent Stockholders under Delaware Law or (B) in the case because of a Parent Intervening Event; provided, however, that the failure Parent Board may not make a Parent Adverse Recommendation unless Parent gives the Company written notice at least five business days before effecting the Company Adverse Recommendation Change and, if the Company requests that it do so, Parent engages in good faith discussions with the Company during the five business day period about possible changes to the terms of this Agreement that would cause the Parent Board not to make a Parent Board Adverse Recommendation Change would be inconsistent with its fiduciary duties under Delaware LawChange. (c) Nothing As used in this Agreement shall prohibit Agreement, a “Parent Intervening Event” means an event or circumstance that was not known to, or reasonably foreseeable by, the Parent Board and/or any authorized committee thereof from making any disclosure prior to the Parent Stockholders that execution of this Agreement (or if known, the consequences of which were not known or reasonably foreseeable), of which the Parent Board and/or any committee thereof determines in good faith becomes aware before the Parent Stockholder Approval, which event or circumstance or its consequences materially increases the value of Parent and its subsidiaries, and that does not relate to (after consultation from A) the Company or its outside legal counsel) that the failure to make such disclosure would be inconsistent with its fiduciary duties under Delaware Law; provided that any such disclosure shall be deemed to be a Parent Board Recommendation Change subsidiaries (including for purposes of Section 8.1(fany Material Adverse Effect as it relates to the Company), unless (B) any actions taken pursuant to this Agreement, (C) any changes in the price of Company Common Stock or Parent Board expressly reaffirms its recommendation Stock (but not the facts or circumstances underlying or giving rise to such changes in the price of Parent Stockholders in favor of the approval of this Agreement and the Merger in such disclosure; provided, further, that this Section 6.6(c) shall not be deemed to permit the Parent Board to make a Parent Board Recommendation Change or take any of the actions referred to in Section 6.6(bStock), except(D) changes in applicable law, (E) changes in each caseGAAP or other applicable accounting rules, to (F) changes generally affecting an industry or industries in which the extent permitted by Section 6.6(bCompany or Parent or their respective subsidiaries conduct business, (G) changes in global or national political conditions (including the outbreak or escalation of war or acts of terrorism), or (H) changes in economic conditions in the United States or regions in which the Company or Parent or their subsidiaries do business.

Parent Board Recommendation. (a) Neither Parent agrees that, subject to Section 5.02(b): (i) the Parent Board nor any committee thereof shall recommend that the holders of Parent Common Stock approve or consent to approve the Parent Stockholder Approval Matters and shall use commercially reasonable efforts to solicit such approval or consent within the timeframe set forth in Section 5.01 above; (iii) the Proxy Statement/Consent Solicitation Statement shall include a statement to the effect that the Parent Board recommends that Parent’s stockholders vote or consent to approve the Parent Stockholder Approval Matters (the recommendation of the Parent Board that Parent’s stockholders vote or consent to approve the Parent Stockholder Approval Matters being referred to as the “Parent Board Recommendation”); (iii) the Parent Board Recommendation shall not be withheld, amended, withdrawn or modified (and the Parent Board shall not, except to the extent required by applicable law, publicly propose to withhold, withdraw, amend, qualify withdraw or modify the Parent Board Recommendation) in a manner adverse to the Company, and no resolution by the Parent Board or publicly propose any committee thereof to withhold, withdraw, amend, qualify withdraw or modify the Parent Board Recommendation in a manner adverse to the Company, Company shall be adopted or proposed; and (iv) Parent shall use its reasonable best efforts to obtain from its stockholders the Parent Board RecommendationStockholder Approval, (ii) fail to include the Parent Board Recommendation including by soliciting proxies in the Joint Proxy Statement/Prospectus or (iii) fail to publicly reaffirm the Parent Board Recommendation following any Parent Acquisition Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing; provided that the Company may not make such request more than one time with respect to any Parent Acquisition Proposal unless there shall have been an additional public announcement by Parent with respect to such Parent Acquisition Proposal (each of clauses (i), (ii) and (iii), a “Parent Board Recommendation Change”)favor thereof. (b) Notwithstanding the foregoing or anything to the contrary set forth contained in this AgreementSection 5.02(a), and subject to compliance with Section 5.11, at any time prior to the receipt approval of the Parent Stockholder Approval Matters by the Parent Stockholder Approval, the Parent Board Recommendation may be withdrawn or modified (1) a “Parent Change in connection with a Parent Intervening Event or (2Recommendation”) if the Parent Board receives a Parent Acquisition Proposal that constitutes a Parent Superior Proposal, the Parent Board may effect a Parent Board Recommendation Change, in each case, if and only if, prior to effecting such Parent Board Recommendation Change: (i) the Parent Board determines concludes in good faith, after consultation having consulted with its Parent’s outside legal counselcounsel and financial advisors, that failure as a result of Parent’s receipt of an Acquisition Proposal that did not result from a violation of Section 5.11 and which constitutes a Superior Offer, the withdrawal or modification of the Parent Board Recommendation is required in order for the Parent Board to do so would be inconsistent comply with its fiduciary duties obligations to Parent’s stockholders under Delaware Law;applicable Legal Requirements; provided, however, that prior to Parent taking any action permitted under this Section 5.02(b), Parent shall (i) provide Company with four (4) Business Days’ prior written notice advising Company that it intends to effect such Parent Change in Recommendation and specifying, in reasonable detail, the reasons therefor (including, in the case of an Acquisition Proposal, the information required by Section 5.11(b)), (ii) Parent shall have notified the Company in writing at least five (5) Business Days before taking such action of its intention to do so, and shall have specified the reasons therefor, including (A) if such notice is made in connection with a Parent Intervening Event, a reasonable description of the Parent Intervening Event and (B) if such notice is made in connection with a Parent Superior Proposal, the terms and conditions of, and the identity of the Person make such Parent Superior Proposal; (iii) during such five four (54) Business Day period, prior to its effecting a Parent Board Recommendation Changenegotiate, if requested by the Company, Parent shall have made and cause its Representatives available to negotiate negotiate, with the Company’s Representatives Company in good faith regarding any (to the extent Company wishes to negotiate) to enable Company to determine whether to propose revisions to the terms of the transactions contemplated by this Agreement proposed such that it would obviate the need for the Parent Board to effect such withdrawal or modification, and (iii) consider in good faith any proposal by Parent; and (iv) if the Company shall have delivered to Parent a written offer to modify amend the terms and conditions of this Agreement during such five (5) Business Day period, in a manner that would obviate the Parent Board, after expiration of such period and after taking into consideration the adjusted terms and conditions of this Agreement as proposed by the Company, shall have determined in good faith (after consultation with its outside legal counsel and financial advisor) that, (A) in the case of a Parent Superior Proposal, need to effect such Parent Superior Proposal continued to be a Parent Superior Proposal, and that the failure to make a Parent Board Recommendation Change would be inconsistent with its fiduciary duties to the Parent Stockholders under Delaware Law or (B) in the case of a Parent Intervening Event, the failure to make a Parent Board Recommendation Change would be inconsistent with its fiduciary duties under Delaware LawRecommendation. (c) Nothing in this Agreement shall prohibit the Parent Board and/or any authorized committee thereof from making any disclosure to the Parent Stockholders that the Parent Board and/or any committee thereof determines in good faith (after consultation from its outside legal counsel) that the failure to make such disclosure would be inconsistent with its fiduciary duties under Delaware Law; provided that any such disclosure shall be deemed to be a Parent Board Recommendation Change (including for purposes of Section 8.1(f), unless the Parent Board expressly reaffirms its recommendation to the Parent Stockholders in favor of the approval of this Agreement and the Merger in such disclosure; provided, further, that this Section 6.6(c) shall not be deemed to permit the Parent Board to make a Parent Board Recommendation Change or take any of the actions referred to in Section 6.6(b), except, in each case, to the extent permitted by Section 6.6(b).

Parent Board Recommendation. (a) Neither the Parent Board nor any committee thereof shall withdraw (i) withhold, withdraw, amend, or qualify or modify in a manner adverse to the Company), or publicly propose to withhold, withdraw, amend, withdraw (or qualify or modify in a manner adverse to the Company), the adoption, approval, recommendation or declaration of advisability by such Parent Board Recommendationor any such committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement (iiincluding the Share Issuance) fail (any such action being referred to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus or (iii) fail to publicly reaffirm the Parent Board Recommendation following any Parent Acquisition Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing; provided that the Company may not make such request more than one time with respect to any Parent Acquisition Proposal unless there shall have been an additional public announcement by Parent with respect to such Parent Acquisition Proposal (each of clauses (i), (ii) and (iii), as a “Parent Board Adverse Recommendation Change”). (b) . Notwithstanding the foregoing or anything to the contrary set forth in this Agreementforegoing, at any time prior to the receipt of obtaining the Parent Stockholder Approval, (1) in connection with a Parent Intervening Event or (2) if the Parent Board receives a Parent Acquisition Proposal that constitutes a Parent Superior Proposal, the Parent Board may effect make a Parent Board Adverse Recommendation Change, in each case, Change if and only if, prior to effecting such Parent Board Recommendation Change: (i) a majority of the Parent Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under Delaware Law; (ii) Parent shall have notified the Company in writing at least five (5) Business Days before taking such action of its intention to do so, and shall have specified the reasons therefor, including (A) if such notice is made in connection with a Parent Intervening Event, a reasonable description of the Parent Intervening Event and (B) if such notice is made in connection with a Parent Superior Proposal, the terms and conditions of, and the identity of the Person make such Parent Superior Proposal; (iii) during such five (5) Business Day period, prior to its effecting a Parent Board Recommendation Change, if requested by the Company, Parent shall have made its Representatives available to negotiate with the Company’s Representatives in good faith regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent; and (iv) if the Company shall have delivered to Parent a written offer to modify the terms and conditions of this Agreement during such five (5) Business Day period, the Parent Board, after expiration of such period and after taking into consideration the adjusted terms and conditions of this Agreement as proposed by the Company, shall have determined in good faith (after consultation with its receiving the advice of outside legal counsel and financial advisorcounsel) that, (A) that it is necessary to take such actions in the case of a Parent Superior Proposal, such Parent Superior Proposal continued order to be a Parent Superior Proposal, and that the failure to make a Parent Board Recommendation Change would be inconsistent comply with its fiduciary duties to the stockholders of Parent Stockholders under Delaware Law or (B) in applicable Law; provided, however, that no such Parent Adverse Recommendation Change may be made until after the case fifth calendar day following the Company’s receipt of a written notice from Parent Intervening Event, advising the failure to make a Company that the Parent Board Recommendation Change would be inconsistent with its fiduciary duties under Delaware Lawintends to take such action and specifying the reasons therefor. (cb) Nothing contained in this Agreement Section 5.7 shall prohibit Parent from taking and disclosing to its stockholders a position contemplated by Rule 14(e)-2(a) or Rule 14(d)-9 promulgated under the Parent Board and/or any authorized committee thereof Exchange Act or from making any disclosure to Parent’s stockholders if, in the good faith judgment of the Parent Stockholders that the Parent Board and/or any committee thereof determines in good faith (Board, after consultation from its with outside legal counsel) that the , failure to make such disclosure so disclose would be inconsistent with its fiduciary duties under Delaware applicable Law; provided provided, however, that any such disclosure shall be deemed all actions taken or agreed to be a taken by Parent Board Recommendation Change (including for purposes of Section 8.1(f), unless or the Parent Board expressly reaffirms its recommendation to or any committee thereof shall comply with the Parent Stockholders in favor provisions of the approval of this Agreement and the Merger in such disclosure; provided, further, that this Section 6.6(c) shall not be deemed to permit the Parent Board to make a Parent Board Recommendation Change or take any of the actions referred to in Section 6.6(b), except, in each case, to the extent permitted by Section 6.6(b5.7(a).

Parent Board Recommendation. (a) Neither Subject to the terms of Section 4.07(b), neither the Parent Board nor any committee thereof (including the Parent Special Committee) shall (i) withhold, withdraw, amend, modify, qualify or modify in a manner adverse to the Companycondition, or publicly propose to withhold, withdraw, amend, modify, qualify or modify in a manner adverse to the Companycondition, the Parent Board Recommendation, (ii) fail to include the approve, endorse or recommend a Parent Board Recommendation in the Joint Proxy Statement/Prospectus Acquisition Proposal or Parent Acquisition Transaction, (iii) fail to publicly reaffirm the recommend against acceptance of any tender offer or exchange offer for Parent Board Recommendation following any Common Stock that constitutes a Parent Acquisition Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) Parent Acquisition Transaction within ten (10) Business Days after the Company so requests in writing; provided that commencement of such offer, (iv) take any action to exempt or make any Person (other than the Company may or the Company Stockholders) not make such request more than one time with respect subject to the provisions of Section 203 of the DGCL or any Parent Acquisition Proposal unless there shall have been an additional public announcement by Parent with respect other potentially applicable anti-takeover or similar statute or regulation or (v) resolve or agree to such Parent Acquisition Proposal take any of the foregoing actions (each of such foregoing action or failure to act in clauses (i), ) through (iiv) and (iii), shall be referred to as a “Parent Board Recommendation Change”). (b) Notwithstanding the foregoing or anything to the contrary set forth in this Agreementforegoing, at any time prior to the receipt of the Parent Stockholder Approval, (1) in connection with a Parent Intervening Event or (2) if the Parent Board receives (or the Parent Special Committee) may effect a Parent Board Recommendation Change with respect to a Parent Superior Proposal or Parent Intervening Event, in either case, if: (i) (A) Parent has received an unsolicited, bona fide Parent Acquisition Proposal that the Parent Board (or the Parent Special Committee) has determined in good faith (after consultation with its financial advisor and its outside counsel) constitutes a Parent Superior Proposal, the Parent Board may effect a Parent Board Recommendation Change, in each case, if and only if, (B) prior to effecting such Parent Board Recommendation Change: (i) the Parent Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under Delaware Law; (ii) Parent shall have notified given the Company in writing at least five three (53) Business Days before taking Days’ prior written notice of the intent to take such action of its intention to do so(which notice shall not, and shall have specified the reasons thereforby itself, including (A) if such notice is made in connection with constitute a Parent Intervening EventBoard Recommendation Change), a reasonable description of the Parent Intervening Event and (B) if which notice shall attach such notice is made in connection with a Parent Superior Proposal, the terms definitive agreement with respect thereto and conditions of, and state expressly the identity of the Person make making such Parent Superior Proposal; Proposal and a summary of all the material terms and conditions of such Parent Superior Proposal in reasonable detail (iii) during such five (5) Business Day periodthe “Pre-Recommendation Change Notice”), prior to its effecting a Parent Board Recommendation Change, if requested by the Company, and Parent shall have made its Representatives available give the Company the opportunity to negotiate with the Company’s Representatives meet and discuss in good faith regarding any revisions potential amendments or other modifications to the terms of the transactions contemplated by this Agreement proposed by Parent; and (iv) if the Company shall have delivered to Parent a written offer to modify the terms and conditions of this Agreement during such five so that the Merger and other transactions contemplated by this Agreement may be effected, (5C) the Company shall not have made, within the foregoing three (3) Business Day periodDays after receipt of the Pre-Recommendation Change Notice, a counteroffer or proposal that the Parent Board (or the Parent Table of Contents Special Committee) determines in good faith (after consultation with its financial advisor and its outside legal counsel) is at least as favorable to the Parent Stockholders as such Parent Superior Proposal, and (D) after such discussions, the Parent Board, after expiration of such period and after taking into consideration Board (or the adjusted terms and conditions of this Agreement as proposed by the Company, shall have determined Parent Special Committee) determines in good faith (after consultation with its outside legal counsel and financial advisorafter considering in good faith any counteroffer or proposal made by the Company pursuant to the immediately preceding clause (C)) that, (A) in the case of a Parent Superior Proposal, such Parent Superior Proposal continued to be a Parent Superior Proposal, and that the failure to make a effect such Parent Board Recommendation Change would be inconsistent with constitute a breach of its fiduciary duties under Delaware Law; or (ii) in response to a Parent Intervening Event that has occurred after the date of this Agreement, if: (A) prior to effecting the Parent Board Recommendation Change, Parent shall have given the Company at least three (3) Business Days’ notice of the intent to consider such action (which notice shall not, by itself, constitute a Parent Board Recommendation Change) and the opportunity to meet and discuss in good faith the purported basis for the proposed Parent Board Recommendation Change, and potential amendments and modifications to the Parent Stockholders under Delaware Law or terms and conditions of this Agreement in response thereto so that the Merger and other transactions contemplated by this Agreement may be effected, and (B) after such discussions, the Parent Board (or the Parent Special Committee) determines in good faith (after consultation with outside legal counsel and after considering in good faith any counteroffer or proposal made by the case of a Parent Intervening Event, Company pursuant to the immediately preceding clause (A)) that the failure to make a effect such Parent Board Recommendation Change would be inconsistent with constitute a breach of its fiduciary duties under Delaware Law. (c) Nothing in this Agreement shall prohibit the Parent Board and/or any authorized committee thereof from making any disclosure to the Parent Stockholders that the Parent Board and/or any committee thereof determines in good faith (after consultation from its outside legal counsel) that the failure to make such disclosure would be inconsistent with its fiduciary duties under Delaware Law; provided that any such disclosure shall be deemed to be a Parent Board Recommendation Change (including for purposes of Section 8.1(f), unless the Parent Board expressly reaffirms its recommendation to the Parent Stockholders in favor of the approval of this Agreement and the Merger in such disclosure; provided, further, that this Section 6.6(c) shall not be deemed to permit the Parent Board to make a Parent Board Recommendation Change or take any of the actions referred to in Section 6.6(b), except, in each case, to the extent permitted by Section 6.6(b).