Common use of Parent Change in Recommendation Clause in Contracts

Parent Change in Recommendation. (a) Except as permitted in this Section 4.4(a), Parent may not make a Parent Adverse Recommendation Change. Prior to the obtaining of the Parent Shareholder Approval, in the absence of any action by Parent or its Subsidiaries prohibited by Section 4.2(f), and solely in response to a Parent Intervening Event make a Parent Adverse Recommendation Change if the Parent Board shall have reasonably determined in good faith, after consultation with its outside legal counsel, that, the failure of the Parent Board to make such Adverse Recommendation Change would be inconsistent with the directors’ fiduciary duties under applicable Law. The Parent Board shall not make a Company Adverse Recommendation Change unless prior to taking such action, (A) Parent has given the Company prior written notice (which notice shall (1) provide a detailed description of the Parent Intervening Event and (2) inform the Company that Parent intends to make such Parent Adverse Recommendation Change at the end of the Parent Intervening Event Notice Period (defined below)) (such notice being referred to herein as an “Parent Intervening Event Notice”); (B) Parent has negotiated, and has caused its Representatives to negotiate, in good faith with the Company, to the extent the Company wishes to negotiate, during the period starting on the first Business Day following the Company’s receipt of the Parent Intervening Event Notice and ending at 11:59 p.m., Houston, Texas time on the fifth Business Day following such receipt (such time, a “Parent Intervening Event Notice Period”), to enable the Company to revise the terms of this Agreement in such a manner that would obviate the need for taking such action as a result of such Parent Intervening Event; and (C) following the end of such Parent Intervening Event Notice Period, the Parent Board shall have considered in good faith any changes to this Agreement proposed in writing by the Company, and shall have determined in good faith, after consultation with its outside legal counsel, that notwithstanding such proposed changes, failure to take such actions in response to a Parent Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable Law. (b) For purposes of this Agreement, “Parent Adverse Recommendation Change” shall mean (i) any failure to make the Parent Board Recommendation, (ii) making any change, qualification, withholding, withdrawal or modification, or publicly proposing to change, qualify, withhold, withdraw or modify, in a manner adverse to the Company, the Parent Board Recommendation, or (iii) resolving or agreeing to take any of the actions contained in clauses (i) and (ii).

Parent Change in Recommendation. (a) Except as specifically permitted in this Section 4.4(a)6.4, Parent may not make a Parent Adverse Recommendation ChangeChange of Recommendation. Prior to the obtaining of the Parent Shareholder Stockholder Approval, in the absence Parent Board (or any committee thereof) may make a Parent Change of any action by Parent or its Subsidiaries prohibited by Section 4.2(f), and solely Recommendation in response to a Parent Intervening Event make a Parent Adverse Recommendation Change if the Parent Board shall have reasonably determined in good faith, after consultation with its financial advisors and outside legal counsel, that, that the failure of the Parent Board to make such Adverse Parent Change of Recommendation Change would be inconsistent with the directors’ fiduciary Parent Board’s duties under applicable Law. The ; provided, however, that the Parent Board (or any committee thereof) shall not make a Company Adverse Recommendation Parent Change of Recommendation, unless prior to taking such action, (A) Parent has given the Company prior written notice (which notice shall (1) provide a detailed description of the Parent Intervening Event and (2) inform informing the Company that Parent intends to make such Parent Adverse Change of Recommendation Change at the end of the Negotiation Period and a description of the reasons for the Parent Intervening Event Notice Period (defined below)) Change of Recommendation (such notice being referred to herein as an a “Parent Intervening Event Change of Recommendation Notice”); (B) during the Negotiation Period, Parent has negotiatedshall have negotiated in good faith, and has shall have caused its Representatives to negotiate, negotiate in good faith faith, with the CompanyCompany and its Representatives, to the extent the Company wishes to negotiate, during negotiate and so long as the period starting on the first Business Day following the Company’s receipt of the Parent Intervening Event Notice Company and ending at 11:59 p.m., Houston, Texas time on the fifth Business Day following such receipt (such time, a “Parent Intervening Event Notice Period”)its Representatives negotiate in good faith, to enable the Company make such adjustments to revise the terms and conditions of this Agreement in such a manner that would obviate the need for taking such action as a result of making such Parent Intervening EventChange of Recommendation; and (C) following the end of such Parent Intervening Event Notice Negotiation Period, the Parent Board shall have considered in good faith any changes all revisions to the terms of this Agreement proposed irrevocably offered in writing by the CompanyCompany and, at the end of the Negotiation Period, and shall have determined in good faith, after consultation with its outside legal counsel, faith that notwithstanding such proposed changes, Parent Intervening Event remains in effect and the failure to take make such actions Parent Change of Recommendation in response to a such Parent Intervening Event would be inconsistent with the directors’ fiduciary Parent Board’s duties under applicable Law. (b) For purposes of this Agreement, “Parent Adverse Recommendation Change” shall mean (i) any failure to make the Parent Board Recommendation, (ii) making any change, qualification, withholding, withdrawal or modification, or publicly proposing to change, qualify, withhold, withdraw or modify, in a manner adverse to the Company, the Parent Board Recommendation, or (iii) resolving or agreeing to take any of the actions contained in clauses (i) and (ii).

Parent Change in Recommendation. (a) Except as permitted by Section 6.11(b), the Board of Directors of Parent and each committee of the Board of Directors of Parent shall not change, withhold, withdraw, qualify or modify (or publicly propose or resolve to change, withhold, withdraw, qualify or modify), in a manner adverse to the Member, the Parent Recommendation. (b) Notwithstanding anything in this Section 4.4(a)Agreement to the contrary, at any time prior to the time the Required Parent Vote is obtained, the Board of Directors of Parent may not make change, withhold, withdraw, qualify or modify (or publicly propose or resolve to change, withhold, withdraw, qualify or modify) the Parent Recommendation in a Parent Adverse Recommendation Change. Prior manner adverse to the obtaining of the Member (a “Parent Shareholder Approval, Change in the absence of any action by Parent or its Subsidiaries prohibited by Section 4.2(f)Recommendation”) if, and solely in response to a Parent Intervening Event make a Parent Adverse Recommendation Change if the Parent only if, Parent’s Board shall have reasonably determined of Directors determines in good faith, after consultation with its outside legal counsel and, if Parent’s Board of Directors reasonably determines, after consultation with outside counsel, that, the failure it to be necessary in connection with its fulfillment of the Parent Board to make such Adverse Recommendation Change would be inconsistent with the directors’ its fiduciary duties under applicable Law. The , a financial advisor of nationally recognized reputation, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law as a result of an Intervening Event; provided that no Parent Board shall not make a Company Adverse Change in Recommendation Change unless prior to taking such actionmay be made until after 5:00 p.m., New York City time, on the fifth (A5th) Parent has given Business Day following the Company prior Member’s receipt of written notice (from Parent advising that Parent’s Board of Directors intends to take such action and specifying the reasons therefor, which notice shall (1) provide include a reasonably detailed description of the Parent applicable Intervening Event Event. After providing such notice and (2) inform the Company that Parent intends prior to make effecting such Parent Adverse Recommendation Change at the end of the Parent Intervening Event Notice Period in Recommendation, (defined below)) (such notice being referred to herein as an “Parent Intervening Event Notice”); (Bi) Parent has negotiatedshall, and has caused its Representatives to negotiateduring such five (5) Business Day period, negotiate in good faith with the CompanyMember and its Representatives, to the extent the Company Member wishes to negotiate, during with respect to any revisions to the period starting on the first Business Day following the Company’s receipt terms of the Parent Intervening Event Notice transactions contemplated by this Agreement proposed by the Member, and ending at 11:59 p.m., Houston, Texas time on the fifth Business Day following such receipt (such time, a “Parent Intervening Event Notice Period”), to enable the Company to revise ii) in determining whether it may still under the terms of this Agreement make a Parent Change in such a manner that would obviate the need for taking such action as a result of such Parent Intervening Event; and (C) following the end of such Parent Intervening Event Notice PeriodRecommendation, the Board of Directors of Parent Board shall have considered in good faith take into account any changes to the terms of this Agreement proposed in writing by the Company, Member and shall have determined in good faith, after consultation with its outside legal counsel, that notwithstanding such proposed changes, failure to take such actions any other information provided by the Member in response to a Parent Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable Lawsuch notice during such five (5) Business Day period. (b) For purposes of this Agreement, “Parent Adverse Recommendation Change” shall mean (i) any failure to make the Parent Board Recommendation, (ii) making any change, qualification, withholding, withdrawal or modification, or publicly proposing to change, qualify, withhold, withdraw or modify, in a manner adverse to the Company, the Parent Board Recommendation, or (iii) resolving or agreeing to take any of the actions contained in clauses (i) and (ii).

Parent Change in Recommendation. (a) Except as permitted in this by, and subject to, Section 4.4(a5.5(b), from and after the date of this Agreement, Parent may shall not make a withdraw, modify or amend the Parent Adverse Recommendation Change. Prior in any manner adverse to the obtaining Company or fail to make the Parent Recommendation or fail to include the Parent Recommendation in the Joint Proxy Statement (such event, whether taken by the Parent Board or a committee thereof, a “Parent Change in Recommendation”). (b) At any time prior to receipt of the Parent Shareholder Approval, the Parent Board may, if the Parent Board determines in good faith after consultation with its legal and financial advisors that the absence failure to do so would be inconsistent with its fiduciary duties to the shareholders of any action by Parent or its Subsidiaries prohibited by Section 4.2(f)under applicable Law, and solely make a Parent Change in Recommendation in response to a Parent Intervening Event make a Parent Adverse Recommendation Change if Event; provided that (i) the Parent Board shall have reasonably has determined in good faith, after consultation with its outside legal counseland financial advisors, that, the that failure of the Parent Board to make such Adverse a Parent Change in Recommendation Change would be inconsistent with the directors’ its fiduciary duties to the shareholders of Parent under applicable Law. The Parent Board shall not make a , taking into account all adjustments to the terms of this Agreement that may be offered by the Company Adverse Recommendation Change unless prior pursuant to taking such action, Section 5.5(b)(iii); (Aii) Parent has given notified the Company prior written notice (which notice shall (1) provide a detailed description of in writing that the Parent Intervening Event and (2) inform the Company that Parent Board intends to make such a Parent Adverse Change in Recommendation Change at the end of the Parent Intervening Event Notice Period (defined below)) (such notice being referred to herein as an a “Parent Intervening Event Change Notice”); and (Biii) Parent has negotiated, and has caused its Representatives to negotiate, in good faith with the Company, to the extent the Company wishes to negotiate, during the period starting on the first five (5) Business Day period following the Company’s receipt of the a Parent Intervening Event Notice and ending at 11:59 p.m.Change Notice, Houston, Texas time on the fifth Business Day following such receipt (such time, a “Parent Intervening Event Notice Period”), to enable the Company to revise the terms of this Agreement in such a manner that would obviate the need for taking such action as a result of such Parent Intervening Event; and (C) following the end of such Parent Intervening Event Notice Period, the Parent Board shall have considered offered to negotiate with (and, if accepted, negotiated in good faith any changes to this Agreement proposed in writing by the Companywith), and shall have determined caused its respective financial and legal advisors to offer to negotiate with (and, if accepted, negotiate in good faithfaith with), after consultation with its outside legal counsel, that notwithstanding such proposed changes, failure the Company in making adjustments to take such actions in response to a Parent Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable Law. (b) For purposes terms and conditions of this Agreement, “Parent Adverse Recommendation Change” shall mean (i) any failure to make the Parent Board Recommendation, (ii) making any change, qualification, withholding, withdrawal or modification, or publicly proposing to change, qualify, withhold, withdraw or modify, in a manner adverse to Agreement as may be proposed by the Company, the Parent Board Recommendation, or (iii) resolving or agreeing to take any of the actions contained in clauses (i) and (ii).

Parent Change in Recommendation. (a) Except as permitted in this by, and subject to, Section 4.4(a5.5(b), from and after the date of this Agreement, the Parent may shall not make a withdraw, modify or amend the Parent Adverse Recommendation Change. Prior in any manner adverse to the obtaining Company or fail to make the Parent Recommendation or fail to include the Parent Recommendation in the Joint Proxy Statement (such event, whether taken by the Parent Board or a committee thereof, a “Parent Change in Recommendation”). (b) At any time prior to receipt of the Parent Shareholder Approval, the Parent Board may, if the Parent Board determines in good faith after consultation with its legal and financial advisors (and based on the absence recommendation of any action by the Parent or its Subsidiaries prohibited by Section 4.2(f)Special Committee) that the failure to do so would be reasonably likely to be inconsistent with directors’ duties under applicable Law, and solely make a Parent Change in Recommendation in response to a Parent Intervening Event make a Parent Adverse Recommendation Change if Event; provided that: (i) the Parent Board shall have reasonably has determined in good faith, after consultation with its outside legal counseladvisors (and based on the recommendation of the Parent Special Committee), that, the that failure of the Parent Board to make such Adverse a Parent Change in Recommendation Change would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law. The , taking into account all adjustments to the terms of this Agreement that have been offered by the Company pursuant to Section 5.5(b)(iii); (ii) the Parent has notified the Company in writing that the Parent Board shall not make a Company Adverse Recommendation Change unless prior to taking such action, (A) Parent has given the Company prior written notice (which notice shall (1) provide a detailed description of the Parent Intervening Event and (2) inform the Company that Parent intends to make such a Parent Adverse Change in Recommendation Change at the end of the Parent Intervening Event Notice Period (defined below)) (such notice being referred to herein as an a “Parent Intervening Event Change Notice”); and (Biii) Parent has negotiated, and has caused its Representatives to negotiate, in good faith with the Company, to the extent the Company wishes to negotiate, during the period starting on the first three (3) Business Day period following the Company’s receipt of the a Parent Intervening Event Notice and ending at 11:59 p.m., Houston, Texas time on the fifth Business Day following such receipt (such time, a “Parent Intervening Event Notice Period”), to enable the Company to revise the terms of this Agreement in such a manner that would obviate the need for taking such action as a result of such Parent Intervening Event; and (C) following the end of such Parent Intervening Event Notice PeriodChange Notice, the Parent Board shall have considered offered to negotiate with (and, if accepted, negotiated in good faith any changes to this Agreement proposed in writing by the Companywith), and shall have determined caused its respective financial and legal advisors to offer to negotiate with (and, if accepted, negotiate in good faithfaith with), after consultation with its outside legal counsel, that notwithstanding such proposed changes, failure the Company in making adjustments to take such actions in response to a Parent Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable Law. (b) For purposes terms and conditions of this Agreement, “Parent Adverse Recommendation Change” shall mean (i) any failure to make the Parent Board Recommendation, (ii) making any change, qualification, withholding, withdrawal or modification, or publicly proposing to change, qualify, withhold, withdraw or modify, in a manner adverse to Agreement as may be proposed by the Company, the Parent Board Recommendation, or (iii) resolving or agreeing to take any of the actions contained in clauses (i) and (ii).

Parent Change in Recommendation. (a) Except as permitted in this by, and subject to, Section 4.4(a5.5(b), from and after the date of this Agreement, the Parent may shall not make a withdraw, modify or amend the Parent Adverse Recommendation Change. Prior in any manner adverse to the obtaining Company or fail to make the Parent Recommendation or fail to include the Parent Recommendation in the Joint Proxy Statement (such event, whether taken by the Parent Board or a committee thereof, a “Parent Change in Recommendation”). 69 (b) At any time prior to receipt of the Parent Shareholder Approval, the Parent Board may, if the Parent Board determines in good faith after consultation with its legal and financial advisors (and based on the absence recommendation of any action by the Parent or its Subsidiaries prohibited by Section 4.2(f)Special Committee) that the failure to do so would be reasonably likely to be inconsistent with directors’ duties under applicable Law, and solely make a Parent Change in Recommendation in response to a Parent Intervening Event make a Parent Adverse Recommendation Change if Event; provided that: (i) the Parent Board shall have reasonably has determined in good faith, after consultation with its outside legal counseladvisors (and based on the recommendation of the Parent Special Committee), that, the that failure of the Parent Board to make such Adverse a Parent Change in Recommendation Change would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law. The , taking into account all adjustments to the terms of this Agreement that have been offered by the Company pursuant to Section 5.5(b)(iii); (ii) the Parent has notified the Company in writing that the Parent Board shall not make a Company Adverse Recommendation Change unless prior to taking such action, (A) Parent has given the Company prior written notice (which notice shall (1) provide a detailed description of the Parent Intervening Event and (2) inform the Company that Parent intends to make such a Parent Adverse Change in Recommendation Change at the end of the Parent Intervening Event Notice Period (defined below)) (such notice being referred to herein as an a “Parent Intervening Event Change Notice”); and (Biii) Parent has negotiated, and has caused its Representatives to negotiate, in good faith with the Company, to the extent the Company wishes to negotiate, during the period starting on the first three (3) Business Day period following the Company’s receipt of the a Parent Intervening Event Notice and ending at 11:59 p.m., Houston, Texas time on the fifth Business Day following such receipt (such time, a “Parent Intervening Event Notice Period”), to enable the Company to revise the terms of this Agreement in such a manner that would obviate the need for taking such action as a result of such Parent Intervening Event; and (C) following the end of such Parent Intervening Event Notice PeriodChange Notice, the Parent Board shall have considered offered to negotiate with (and, if accepted, negotiated in good faith any changes to this Agreement proposed in writing by the Companywith), and shall have determined caused its respective financial and legal advisors to offer to negotiate with (and, if accepted, negotiate in good faithfaith with), after consultation with its outside legal counsel, that notwithstanding such proposed changes, failure the Company in making adjustments to take such actions in response to a Parent Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable Law. (b) For purposes terms and conditions of this Agreement, “Parent Adverse Recommendation Change” shall mean (i) any failure to make the Parent Board Recommendation, (ii) making any change, qualification, withholding, withdrawal or modification, or publicly proposing to change, qualify, withhold, withdraw or modify, in a manner adverse to Agreement as may be proposed by the Company, the Parent Board Recommendation, or (iii) resolving or agreeing to take any of the actions contained in clauses (i) and (ii).