Common use of Parent Recommendation Clause in Contracts

Parent Recommendation. (a) Neither the Board of Directors of Parent nor any committee thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement, including the issuance of Parent Shares in connection with the Merger (any action described in this sentence being referred to as a “Parent Adverse Recommendation Change”). Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Parent Stockholder Approval, the Board of Directors of Parent or any committee thereof may make a Parent Adverse Recommendation Change in response to a material change in circumstances after the date of this Agreement if such Board of Directors or committee thereof determines in good faith (after consultation with outside counsel) that it is required to do so in order to comply with its fiduciary duties to the stockholders of Parent under applicable Law; provided, however, that (i) no Parent Adverse Recommendation Change shall be made until after the second (2nd) Business Day following the Company’s receipt of written notice from Parent advising the Company that the Board of Directors of Parent or committee thereof intends to take such action and specifying the reasons therefor, including description of the material change in circumstances in reasonable detail, (ii) during such two (2) Business Day period Parent shall negotiate with the Company in good faith to make such adjustments to the terms and conditions of this Agreement as would enable Parent to proceed with its recommendation of this Agreement and not make a Parent Adverse Recommendation Change and (iii) Parent shall not make a Parent Adverse Recommendation Change if, prior to the expiration of such two (2) Business Day period, the Company makes a binding, written proposal (contingent only on the Board of Directors of Parent not making a Parent Adverse Recommendation Change) to adjust the terms and conditions of this Agreement such that the Board of Directors of Parent or committee thereof would no longer be required to make a Parent Adverse Recommendation Change.

Parent Recommendation. The Board of Directors of Parent, and each committee thereof, shall not, except as expressly permitted by this Section 6.2, withhold or withdraw, or qualify or modify in a manner reasonably likely to be understood to be adverse to the Company (aor publicly resolve to withhold or withdraw or so publicly qualify or modify), the Parent Recommendation or approve or recommend to the Parent's stockholders any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the issuance of Parent Common Stock required to be issued in the Merger is approved by Parent's stockholders -45- by the Parent Requisite Vote, Parent's Board of Directors shall be permitted (A) Neither to withhold or withdraw, or qualify or modify in a manner reasonably likely to be understood to be adverse to the Company, the Parent Recommendation (a "Parent Recommendation Change") if and only if (i) Parent has received a Superior Proposal, (ii) the Board of Directors of Parent nor any committee thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement, including the issuance of Parent Shares in connection with the Merger (any action described in this sentence being referred to as a “Parent Adverse Recommendation Change”). Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Parent Stockholder Approval, the Board of Directors of Parent or any committee thereof may make a Parent Adverse Recommendation Change in response to a material change in circumstances after the date of this Agreement if such Board of Directors or committee thereof determines in good faith (faith, after consultation with receiving the advice of its financial advisers and of outside legal counsel) that it , that, as a result of such Superior Proposal, a Parent Recommendation Change is required to do so necessary in order for the directors of Parent to comply with its their fiduciary duties to the stockholders of Parent under applicable Law; provided, however, that (iiii) no three business days have elapsed following delivery by Parent Adverse Recommendation Change shall be made until after to the second (2nd) Business Day following the Company’s receipt Company of written notice from Parent advising the Company that the Board of Directors of Parent or committee thereof intends has resolved to take such action and so make a Parent Recommendation Change, specifying the reasons therefor, including description of the material change in circumstances in reasonable detail, (ii) during such two (2) Business Day period Parent shall negotiate with the Company in good faith to make such adjustments to the terms and conditions of the Superior Proposal and identifying the Person making the Superior Proposal, (iv) Parent has given the Company the opportunity to propose to Parent revisions to the terms of the transactions contemplated by this Agreement, and Parent and its Representatives shall have, if requested by the Company, negotiated in good faith with the Company and its Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement as would enable Parent to proceed with its recommendation of this Agreement proposed by the Company, and not make a Parent Adverse Recommendation Change and (iii) Parent shall not make a Parent Adverse Recommendation Change if, prior to the expiration of such two (2) Business Day period, the Company makes a binding, written proposal (contingent only on the Board of Directors of Parent not making shall continue to believe in good faith, as a result of such Acquisition Proposal, that a Parent Adverse Recommendation ChangeChange is necessary in order for the directors of Parent to comply with their fiduciary duties under applicable Law in light of any revisions to the terms of the transaction contemplated by this Agreement to which the Company shall have agreed or (B) to adjust approve, or recommend to the terms and conditions shareholders of Parent, any Superior Proposal made after the date of this Agreement (any such that action, a "Parent Superior Proposal Action") if the Board of Directors of Parent or committee thereof would no longer be required determines in good faith (after consultation with its financial advisers and legal counsel) that such action is necessary in order for the directors of Parent to make comply with their fiduciary duties under applicable Law, provided that Parent's Board of Directors may not take a Parent Adverse Superior Proposal Action unless all of the conditions in clause (A) above have been satisfied (substituting the term "Parent Superior Proposal Action" for the term "Parent Recommendation Change" in clauses (A)(ii) and (iii)) and the Acquisition Proposal continues to be a Superior Proposal in light of any revisions to the terms of the transaction contemplated by this Agreement to which the Company shall have agreed. Solely for purposes of Sections 6.2(d), 6.2(g) and 8.3(a) to the extent applicable to an Acquisition Proposal made to Parent all references to "Acquisition Proposal" and "Superior Proposal" shall be read as if all references to "the Company" in those terms as defined in Section 6.2(b) were references instead to "Parent," as if all references to "Company Shares" were references to "Parent Common Stock," as if all references to "Parent" were references to "the Company," as if the reference in the definition of "Acquisition Proposal" to "Section 6.1(a)(ix) or (xiii)" was instead a reference to "Section 6.1(b)(viii)," and as if the reference in the definition of "Superior Proposal" to "Section 6.2(c)" was instead a reference to "Section 6.2(d)."

Parent Recommendation. The Board of Directors of Parent, and each committee thereof, shall not, except as expressly permitted by this Section 6.2, withhold or withdraw, or qualify or modify in a manner reasonably likely to be understood to be adverse to the Company (aor publicly resolve to withhold or withdraw or so publicly qualify or modify), the Parent Recommendation or approve or recommend to the Parent's stockholders any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the issuance of Parent Common Stock required to be issued in the Merger is approved by Parent's stockholders by the Parent Requisite Vote, Parent's Board of Directors shall be permitted (A) Neither to withhold or withdraw, or qualify or modify in a manner reasonably likely to be understood to be adverse to the Company, the Parent Recommendation (a "Parent Recommendation Change") if and only if (i) Parent has received a Superior Proposal, (ii) the Board of Directors of Parent nor any committee thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement, including the issuance of Parent Shares in connection with the Merger (any action described in this sentence being referred to as a “Parent Adverse Recommendation Change”). Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Parent Stockholder Approval, the Board of Directors of Parent or any committee thereof may make a Parent Adverse Recommendation Change in response to a material change in circumstances after the date of this Agreement if such Board of Directors or committee thereof determines in good faith (faith, after consultation with receiving the advice of its financial advisers and of outside legal counsel) that it , that, as a result of such Superior Proposal, a Parent Recommendation Change is required to do so necessary in order for the directors of Parent to comply with its their fiduciary duties to the stockholders of Parent under applicable Law; provided, however, that (iiii) no three business days have elapsed following delivery by Parent Adverse Recommendation Change shall be made until after to the second (2nd) Business Day following the Company’s receipt Company of written notice from Parent advising the Company that the Board of Directors of Parent or committee thereof intends has resolved to take such action and so make a Parent Recommendation Change, specifying the reasons therefor, including description of the material change in circumstances in reasonable detail, (ii) during such two (2) Business Day period Parent shall negotiate with the Company in good faith to make such adjustments to the terms and conditions of the Superior Proposal and identifying the Person making the Superior Proposal, (iv) Parent has given the Company the opportunity to propose to Parent revisions to the terms of the transactions contemplated by this Agreement, and Parent and its Representatives shall have, if requested by the Company, negotiated in good faith with the Company and its Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement as would enable Parent to proceed with its recommendation of this Agreement proposed by the Company, and not make a Parent Adverse Recommendation Change and (iii) Parent shall not make a Parent Adverse Recommendation Change if, prior to the expiration of such two (2) Business Day period, the Company makes a binding, written proposal (contingent only on the Board of Directors of Parent not making shall continue to believe in good faith, as a result of such Acquisition Proposal, that a Parent Adverse Recommendation ChangeChange is necessary in order for the directors of Parent to comply with their fiduciary duties under applicable Law in light of any revisions to the terms of the transaction contemplated by this Agreement to which the Company shall have agreed or (B) to adjust approve, or recommend to the terms and conditions shareholders of Parent, any Superior Proposal made after the date of this Agreement (any such that action, a "Parent Superior Proposal Action") if the Board of Directors of Parent or committee thereof would no longer be required determines in good faith (after consultation with its financial advisers and legal counsel) that such action is necessary in order for the directors of Parent to make comply with their fiduciary duties under applicable Law, provided that Parent's Board of Directors may not take a Parent Adverse Superior Proposal Action unless all of the conditions in clause (A) above have been satisfied (substituting the term "Parent Superior Proposal Action" for the term "Parent Recommendation Change" in clauses (A)(ii) and (iii)) and the Acquisition Proposal continues to be a Superior Proposal in light of any revisions to the terms of the transaction contemplated by this Agreement to which the Company shall have agreed. Solely for purposes of Sections 6.2(d), 6.2(g) and 8.3(a) to the extent applicable to an Acquisition Proposal made to Parent all references to "Acquisition Proposal" and "Superior Proposal" shall be read as if all references to "the Company" in those terms as defined in Section 6.2(b) were references instead to "Parent," as if all references to "Company Shares" were references to "Parent Common Stock," as if all references to "Parent" were references to "the Company," as if the reference in the definition of "Acquisition Proposal" to "Section 6.1(a)(ix) or (xiii)" was instead a reference to "Section 6.1(b)(viii)," and as if the reference in the definition of "Superior Proposal" to "Section 6.2(c)" was instead a reference to "Section 6.2(d)."

Parent Recommendation. The Board of Directors of Parent, and each committee thereof, shall not, except as expressly permitted by this Section 6.2, withhold or withdraw, or qualify or modify in a manner reasonably likely to be understood to be adverse to the Company (aor publicly resolve to withhold or withdraw or so publicly qualify or modify), the Parent Recommendation or approve or recommend to the Parent’s stockholders any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the issuance of Parent Common Stock required to be issued in the Merger is approved by Parent’s stockholders by the Parent Requisite Vote, Parent’s Board of Directors shall be permitted (A) Neither to withhold or withdraw, or qualify or modify in a manner reasonably likely to be understood to be adverse to the Company, the Parent Recommendation (a "Parent Recommendation Change") if and only if (i) Parent has received a Superior Proposal, (ii) the Board of Directors of Parent nor any committee thereof shall withdraw (or modify in a manner adverse to the Company), or propose to withdraw (or modify in a manner adverse to the Company), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement, including the issuance of Parent Shares in connection with the Merger (any action described in this sentence being referred to as a “Parent Adverse Recommendation Change”). Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Parent Stockholder Approval, the Board of Directors of Parent or any committee thereof may make a Parent Adverse Recommendation Change in response to a material change in circumstances after the date of this Agreement if such Board of Directors or committee thereof determines in good faith (faith, after consultation with receiving the advice of its financial advisers and of outside legal counsel) that it , that, as a result of such Superior Proposal, a Parent Recommendation Change is required to do so necessary in order for the directors of Parent to comply with its their fiduciary duties to the stockholders of Parent under applicable Law; provided, however, that (iiii) no three business days have elapsed following delivery by Parent Adverse Recommendation Change shall be made until after to the second (2nd) Business Day following the Company’s receipt Company of written notice from Parent advising the Company that the Board of Directors of Parent or committee thereof intends has resolved to take such action and so make a Parent Recommendation Change, specifying the reasons therefor, including description of the material change in circumstances in reasonable detail, (ii) during such two (2) Business Day period Parent shall negotiate with the Company in good faith to make such adjustments to the terms and conditions of the Superior Proposal and identifying the Person making the Superior Proposal, (iv) Parent has given the Company the opportunity to propose to Parent revisions to the terms of the transactions contemplated by this Agreement, and Parent and its Representatives shall have, if requested by the Company, negotiated in good faith with the Company and its Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement as would enable Parent to proceed with its recommendation of this Agreement proposed by the Company, and not make a Parent Adverse Recommendation Change and (iii) Parent shall not make a Parent Adverse Recommendation Change if, prior to the expiration of such two (2) Business Day period, the Company makes a binding, written proposal (contingent only on the Board of Directors of Parent not making shall continue to believe in good faith, as a result of such Acquisition Proposal, that a Parent Adverse Recommendation ChangeChange is necessary in order for the directors of Parent to comply with their fiduciary duties under applicable Law in light of any revisions to the terms of the transaction contemplated by this Agreement to which the Company shall have agreed or (B) to adjust approve, or recommend to the terms and conditions shareholders of Parent, any Superior Proposal made after the date of this Agreement (any such that action, a "Parent Superior Proposal Action") if the Board of Directors of Parent or committee thereof would no longer be required determines in good faith (after consultation with its financial advisers and legal counsel) that such action is necessary in order for the directors of Parent to make comply with their fiduciary duties under applicable Law, provided that Parent’s Board of Directors may not take a Parent Adverse Superior Proposal Action unless all of the conditions in clause (A) above have been satisfied (substituting the term "Parent Superior Proposal Action" for the term "Parent Recommendation Change" in clauses (A)(ii) and (iii)) and the Acquisition Proposal continues to be a Superior Proposal in light of any revisions to the terms of the transaction contemplated by this Agreement to which the Company shall have agreed. Solely for purposes of Sections 6.2(d), 6.2(g) and 8.3(a) to the extent applicable to an Acquisition Proposal made to Parent all references to "Acquisition Proposal" and "Superior Proposal" shall be read as if all references to "the Company" in those terms as defined in Section 6.2(b) were references instead to "Parent," as if all references to "Company Shares" were references to "Parent Common Stock," as if all references to "Parent" were references to "the Company," as if the reference in the definition of "Acquisition Proposal" to "Section 6.1(a)(ix) or (xiii)" was instead a reference to "Section 6.1(b)(viii)," and as if the reference in the definition of "Superior Proposal" to "Section 6.2(c)" was instead a reference to "Section 6.2(d)."