Common use of Solicitation; Change of Company Recommendation Clause in Contracts

Solicitation; Change of Company Recommendation. (a) Except as permitted by this Section 5.03, (i) from and after the date hereof, until the earlier of the Acceptance Time and the termination of this Agreement, the Company shall, and shall cause the Company Subsidiaries and the respective directors and officers of the Company and each wholly owned Company Subsidiary, and shall use reasonable best efforts to cause the other Company Representatives (the “Other Company Representatives”) to, immediately cease and terminate any solicitations, discussions or negotiations with any persons that may be ongoing with respect to any Competing Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to a Competing Proposal and shall promptly request the return from, or the destruction by, all such persons of all non-public information previously furnished or made available to such persons by or on behalf of the Company in connection therewith (and, upon becoming aware of noncompliance with such a request that is inconsistent with the terms of an applicable confidentiality agreement with such third party, the Company shall use reasonable efforts to ensure that such requests are complied with) and (ii) from and after the date hereof until the earlier of the Acceptance Time and the termination of this Agreement, the Company shall not, and shall cause the Company Subsidiaries and the respective directors and officers of the Company and each wholly owned Company Subsidiary, and shall use reasonable best efforts to cause the Other Company Representatives not to, directly or indirectly, (A) initiate, solicit or knowingly facilitate or encourage the submission of any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, a Competing Proposal, (B) furnish any non-public information regarding the Company or any Company Subsidiary to any third person in connection with or in response to any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, Competing Proposal, (C) enter into, continue or participate in any discussions or negotiations with any third person relating to any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, a Competing Proposal or (D) amend or grant any waiver or release under or fail to use reasonable efforts to enforce any standstill or similar agreement with respect to any Equity Interests of the Company or the Company Subsidiaries entered into in respect of, in contemplation of or otherwise relating to a Competing Proposal, except to permit the making of a confidential Competing Proposal to the Company’s board of directors if the Company’s board of directors has determined in good faith, after consultation with outside legal counsel, that failing to waive or release such provision to permit the making of a confidential Competing Proposal to the Company’s board of directors would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law. (b) Notwithstanding Section 5.03(a) but subject (as applicable) to the rest of this Section 5.03, if, at any time following the date hereof and prior to the Acceptance Time, (i) the Company has received a bona fide written Competing Proposal from a person that did not result from a breach (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect) of this Section 5.03 by the Company, the Company Subsidiaries, the respective directors and officers of the Company and each wholly owned Company Subsidiary or the Other Company Representatives (as if, for purposes of this clause only, all such Other Company Representatives were bound directly by the restrictions set forth in this Section 5.03) and (ii) the Company’s board of directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that failing to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law, then the Company may (A) furnish information with respect to the Company and the Company Subsidiaries to the person making such Competing Proposal and its representatives and (B) participate in discussions or negotiations with the person making such Competing Proposal and its representatives regarding such Competing Proposal; provided, however, that the Company (x) will not, and will cause the Company Subsidiaries and the Company Representatives not to, disclose any non-public information regarding the Company to such person without first entering into an Acceptable Confidentiality Agreement with such person; (y) will promptly (and in any event within 48 hours thereafter) notify Parent in writing of the receipt of any Competing Proposal, which such notification shall identify the person making, and the material terms and conditions of, any such Competing Proposal and shall keep Parent reasonably informed of (and in any event within 48 hours following) any material changes to such Competing Proposal, and shall promptly (and in any event within 48 hours after receipt) provide to Parent, an unredacted copy of such Competing Proposal if made in writing (or a written summary of the material terms of such Competing Proposal if not made in writing), any relevant proposed material transaction agreements and a copy of any financing commitments (including redacted fee letters) and (z) will as promptly as practicable (and in any event within 48 hours thereafter) provide to Parent any material information concerning the Company or the Company Subsidiaries provided or made available to such other person (or its representatives) making a Competing Proposal that was not previously provided or made available to Parent. None of the foregoing shall prohibit the Company or the Company Representatives from contacting any person or group of persons that has made a Competing Proposal after the date of this Agreement that did not result from a breach of Section 5.03(a) solely to request the clarification of the terms and conditions thereof so as to determine whether the Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, and any such actions shall not be a breach of this Section 5.03. (c) Except as set forth in Section 5.03(d) or Section 5.03(e), neither the Company’s board of directors nor any committee thereof shall (i) adopt, authorize, approve, endorse or recommend, or propose publicly to adopt, authorize, approve, endorse or recommend, or submit to the vote of any stockholders of the Company, any Competing Proposal, (ii) fail to make, withhold, qualify, modify or amend, or propose publicly to fail to make, withhold, qualify, modify or amend, in a manner adverse to Parent, the Company Recommendation, (iii) fail to include the Company Recommendation in the Schedule 14D-9, (any action set forth in the foregoing clauses (i) through (iii), a “Change of Company Recommendation”), (iv) if a tender offer or exchange offer for Shares that constitutes a Competing Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the stockholders of the Company (including for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the stockholders of the Company, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement thereof pursuant to Rule 14d-2 under the Exchange Act, (v) allow the Company or any of the Company Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement with respect to any Competing Proposal (other than an Acceptable Confidentiality Agreement) or requiring the Company to abandon, terminate or fail to consummate the Transactions or (vi) approve any person becoming an “interested stockholder” under Section 203 of the DGCL. (d) Notwithstanding Section 5.03(c) but subject (as applicable) to the rest of Section 5.03, at any time prior to the Acceptance Time, the Company’s board of directors may make a Change of Company Recommendation in response to a Competing Proposal or terminate this Agreement pursuant to and in accordance with Section 7.01(f) in order to enter into a definitive written acquisition agreement with respect to a Superior Proposal if and only if: (i) (A) a Competing Proposal (that did not result from a breach of Section 5.03(a) (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect)) is made to the Company by a third person and such Competing Proposal is not withdrawn and (B) the Company’s board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal constitutes a Superior Proposal and that failing to effect a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law; (ii) the Company provided Parent prior written notice of the Company’s intention to make a Change of Company Recommendation or terminate this Agreement pursuant to and in accordance with Section 7.01(f) (a “Notice of Change of Recommendation”), which notice shall include the material terms and conditions of such Superior Proposal (it being agreed that the delivery of the Notice of Change of Recommendation by the Company shall not, in and of itself, constitute a Change of Company Recommendation); (iii) the Company has negotiated in good faith, and has directed any applicable Company Representatives to negotiate in good faith, with Parent with respect to any changes to the terms of this Agreement proposed by Parent for at least four (4) Business Days following receipt by Parent of such Notice of Change of Recommendation (it being understood and agreed that any amendment to any material term of such Superior Proposal shall require a new Notice of Change of Recommendation and an additional two (2) Business Day period from the date of such notice); and (iv) taking into account any changes to the terms of this Agreement proposed by Parent to the Company during such four (4) Business Day period or two (2) Business Day period, as applicable, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that (A) such Competing Proposal would continue to constitute a Superior Proposal if such changes proposed by Parent were to be given effect and (B) failing to effect a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law. (e) Notwithstanding Section 5.03(c) but subject (as applicable) to the rest of Section 5.03, other than in connection with a Superior Proposal (which shall be subject to Section 5.03(d) and shall not be subject to this Section 5.03(e)), at any time prior to the Acceptance Time, the Company’s board of directors may make a Change of Company Recommendation in response to an Intervening Event if: (i) the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that, in light of such Intervening Event, failing to make a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law; (ii) the Company provides Parent a Notice of Change of Recommendation, which notice shall describe the Intervening Event (it being agreed that the delivery of the Notice of Change of Recommendation by the Company shall not, in and of itself, constitute a Change of Company Recommendation); (iii) the Company has negotiated in good faith, and has directed any applicable Company Representatives to negotiate in good faith, with Parent with respect to any changes to the terms of this Agreement proposed by Parent for at least four (4) Business Days following receipt by Parent of such Notice of Change of Recommendation; and (iv) taking into account any changes to the terms of this Agreement proposed by Parent to the Company during such four (4) Business Day period, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that failing to make a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law. (f) Nothing contained in this Section 5.03 shall prohibit the Company’s board of directors from (i) disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of the Company if the Company’s board of directors determines in good faith, after consultation with outside counsel, that the failure to make such disclosure would be inconsistent with its fiduciary duties to the stockholders of the Company (for the avoidance of doubt, it being agreed that the issuance by the Company or the Company’s board of directors of a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or the announcement by the Company’s board of directors that it is in receipt of a Competing Proposal, shall not (in and of itself) constitute a Change of Company Recommendation); provided, however, that the Company and the Company’s board of directors may not effect a Change of Company Recommendation except as permitted by Section 5.03(d) or Section 5.03(e).

Solicitation; Change of Company Recommendation. (a) Except as permitted by this Section 5.036.03, (i) from and after the date hereof, until the earlier of the Acceptance Time Company and the termination of this Agreement, the Company Operating Partnership shall, and shall cause the Company Subsidiaries and the respective its and their officers and directors and officers of the Company and each wholly owned Company Subsidiaryto, and shall use reasonable best efforts to cause direct the Company’s other Company Representatives (the “Other Company Representatives”) to, immediately cease and terminate any solicitations, discussions discussions, negotiations or negotiations communications with any persons that may be ongoing with respect to any Competing Proposal or any inquiries, proposals or offers that would reasonably be expected to lead to a Competing Proposal and shall promptly request the return from, or the destruction by, all such persons of all non-public information previously furnished or made available to such persons by or on behalf of the Company in connection therewith (and, upon becoming aware of noncompliance with such a request that is inconsistent with the terms of an applicable confidentiality agreement with such third party, the Company shall use reasonable efforts to ensure that such requests are complied with) and (ii) from and after the date hereof until the earlier of the Acceptance Company Merger Effective Time and the termination of this Agreement, the Company shall not, and shall cause the Company Subsidiaries and the respective directors and officers of the Company and each wholly owned Company Subsidiaryto not, and shall use reasonable best efforts to cause the Other Company Representatives not authorize any Representative to, directly or indirectly, (A) initiate, solicit solicit, knowingly encourage or knowingly facilitate or encourage (including by way of furnishing non-public information) the submission of any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, a Competing Proposal, (B) furnish any non-public information regarding the Company or any Company Subsidiary to any third person in connection with or in response respect to any inquiries, proposals Competing Proposal or offers the making of any proposal or offer that constitute, constitutes or that would could reasonably be expected to lead to, to a Competing Proposal, Proposal or (C) enter into, continue or participate in any discussions or negotiations with any third person relating with respect to any inquiries, proposals Competing Proposal or offers the making of any proposal or offer that constitute, constitutes or that would could reasonably be expected to lead to a Competing Proposal. The Company shall not, and shall not permit any Company Subsidiary to, a Competing Proposal or (D) terminate, waive, amend or grant modify any waiver or release under or fail to use reasonable efforts to enforce provision of any standstill or similar confidentiality agreement to which the Company or any Company Subsidiary is a party, in each case with respect to the submission of any Equity Interests of the Company or the Company Subsidiaries entered into in respect of, in contemplation of or otherwise relating to a Competing Proposal, except to permit the making of extent to allow the applicable party to make a confidential Competing Proposal to the Company’s board of directors if the Company’s board of directors has determined in good faith, after consultation with outside legal counsel, that failing to waive or release such provision to permit the making of a confidential Competing Proposal to the Company’s board of directors would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Lawdirectors. (b) Notwithstanding Section 5.03(a) anything to the contrary contained in this Agreement (but subject (as applicable) to the rest Company’s compliance with the provisions of this Section 5.036.03), if, at any time following the date hereof and prior to the Acceptance TimeCompany obtaining the Company Stockholder Approval, (i) the Company has received a written unsolicited bona fide Competing Proposal (it being agreed that the board of directors of the Company may correspond in writing with any person making such a written Competing Proposal to request clarification of the terms and conditions thereof so as to determine whether such Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal) from a person that did not result from a breach (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect) of this Section 5.03 by the Company, the Company Subsidiaries, the respective directors and officers of the Company and each wholly owned Company Subsidiary or the Other Company Representatives (as if, for purposes of this clause only, all such Other Company Representatives were bound directly by the restrictions set forth in this Section 5.036.03(a) and (ii) the Company’s board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that failing to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Delaware LawProposal, then the Company may (A) furnish information with respect to the Company and the Company Subsidiaries to the person making such Competing Proposal and its representatives Representatives and (B) participate in discussions or negotiations with the person making such Competing Proposal and its representatives Representatives regarding such Competing Proposal; provided, however, that the Company (x1) will not, and will cause not permit the Company Subsidiaries to, and will not authorize any of the Company Company’s Representatives not to, disclose any non-public information regarding the Company to such person without first entering into an Acceptable Confidentiality Agreement with such person; (y) will promptly (person and in any event within 48 hours thereafter) notify Parent in writing of the receipt of any Competing Proposal, which such notification shall identify the person making, and the material terms and conditions of, any such Competing Proposal and shall keep Parent reasonably informed of (and in any event within 48 hours following) any material changes to such Competing Proposal, and shall promptly (and in any event within 48 hours after receipt) provide to Parent, an unredacted copy of such Competing Proposal if made in writing (or a written summary of the material terms of such Competing Proposal if not made in writing), any relevant proposed material transaction agreements and a copy of any financing commitments (including redacted fee letters) and (z) will as promptly as practicable (and in any event within 48 hours thereafter) advise Parent in writing of the receipt of any Competing Proposal, the material terms and conditions thereof (including, if applicable, providing copies of any written Competing Proposals and drafts of proposed agreements related thereto) and the identity of any person making such Competing Proposal, (2) will as promptly as practicable (and in any event within 24 hours thereafter) after receipt of any request for non-public information relating to it or any Company Subsidiary or for access to its or any of the Company Subsidiaries’ properties, books or records by any person that, to the Company’s knowledge, is reasonably likely to make, or has made, a Competing Proposal, notify Parent orally and in writing of such receipt, (3) will promptly (and in any event within 24 hours thereafter) provide to Parent any material information concerning the Company or the Company Subsidiaries provided or made available to such other person (or its representativesRepresentatives) making a Competing Proposal that was not previously provided or made available to Parent. None Parent and (4) will promptly (and in any event within 48 hours thereafter) notify Parent of any change to the financial and other material terms and conditions of any Competing Proposal and otherwise keep Parent reasonably informed of the foregoing shall prohibit status of any such Competing Proposal, including by providing copies of all proposals, offers and drafts of proposed agreements related thereto. Neither the Company or the nor any Company Representatives from contacting any person or group of persons that has made a Competing Proposal Subsidiary shall, after the date of this Agreement Agreement, enter into any confidentiality or similar agreement that did not result would prohibit it from a breach of Section 5.03(a) solely providing such information to request the clarification of the terms and conditions thereof so as to determine whether the Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, and any such actions shall not be a breach of this Section 5.03Parent. (c) Except as set forth in Section 5.03(d6.03(d) or Section 5.03(e6.03(e), neither the Company’s board of directors nor any committee thereof shall (i) adopt, authorize, approve, endorse approve or recommend, recommend (or publicly propose publicly to adopt, authorize, approve, endorse approve or recommend, or submit to the vote of any stockholders of the Company, ) any Competing Proposal, (ii) fail to make, withhold, qualifymodify or amend (or publicly propose to withhold, modify or amend, or propose publicly to fail to make, withhold, qualify, modify or amend), in a manner adverse to Parent, the Company Recommendation, (iii) fail to include the Company Recommendation in the Schedule 14D-9, Proxy Statement (any action set forth in the foregoing clauses (i) through (iii), a “Change of Company Recommendation”), ) or (iv) if a tender offer authorize or exchange offer for Shares that constitutes a Competing Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the stockholders of the Company (including for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the stockholders of the Company, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement thereof pursuant to Rule 14d-2 under the Exchange Act, (v) allow the Company or any of the Company Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement with respect relating to any Competing Proposal (other than an Acceptable Confidentiality Agreement) or requiring the Company or the Operating Partnership to abandon, terminate or fail to consummate the Transactions or transactions contemplated by this Agreement (vi) approve any person becoming of the foregoing referenced in this clause (iv), an “interested stockholder” under Section 203 of the DGCLAlternative Acquisition Agreement”). (d) Notwithstanding Section 5.03(c) but subject (as applicable) anything to the rest of Section 5.03contrary contained in this Agreement, at any time prior to obtaining the Acceptance TimeCompany Stockholder Approval, if the Company’s Company is not in breach of this Section 6.03 in any material respect the board of directors of the Company may make a Change of Company Recommendation in response and may cause the Company to a Competing Proposal or terminate this Agreement pursuant to and in accordance with Section 7.01(f) in order to enter into a definitive written acquisition agreement with respect to a Superior Proposal if and only 8.01(f), if: (i) (A) a written Competing Proposal (that did not result from a breach of Section 5.03(a) (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect6.03(a)) is made to the Company or any Company Subsidiary by a third person any person, and such Competing Proposal is not withdrawn and (B) the Company’s board of directors determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal constitutes a Superior Proposal and that failing to effect a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware LawProposal; (ii) the Company provided provides Parent prior written notice of the Company’s intention to make a Change of Company Recommendation or terminate this Agreement pursuant to and in accordance with Section 7.01(f) (a “Notice of Change of Recommendation”), which notice shall identify the person making such Superior Proposal and include the material terms and conditions of such Superior Proposal Proposal, including, if applicable, copies of any written proposals or offers and any proposed agreements related thereto (it being agreed that the delivery of the Notice of Change of Recommendation by the Company shall not, in and of itself, not constitute a Change of Company Recommendation); (iii) the Company has negotiated (and caused its Representatives to negotiate) in good faith, and has directed any applicable Company Representatives to negotiate in good faith, faith with Parent (to the extent Parent desires to negotiate) with respect to any changes to the terms of this Agreement proposed by Parent in order to obviate the need to make such Change of Company Recommendation or terminate this Agreement pursuant to Section 8.01(f) for at least four three (43) Business Days following receipt by Parent of such Notice of Change of Recommendation (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Change of Recommendation and an additional the Company shall be required to comply again with the provisions of this Section 6.03(d), provided that, in the case of any such amendment, the reference to three (3) Business Days in this clause (iii) shall instead be two (2) Business Day period from the date Days following receipt by Parent of any such noticenew Notice of Change of Recommendation); and (iv) at the end of such three (3) Business Day period (or two (2) Business Day period, if applicable), and taking into account any changes to the terms of this Agreement proposed by Parent to the Company during such four (4) Business Day period or two (2) Business Day period, as applicableCompany, the Company’s board of directors has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that (A) such Competing Proposal would continue to constitute a Superior Proposal even if such changes proposed by Parent were to be given effect and (B) failing to effect a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Laweffect. (e) Notwithstanding Section 5.03(c) but subject (as applicable) to the rest of Section 5.03, other Other than in connection with a Superior Competing Proposal (which shall be subject to Section 5.03(d6.03(d) and shall not be subject to this Section 5.03(e6.03(e)), at any time prior to the Acceptance Time, nothing in this Agreement shall prohibit or restrict the Company’s board of directors may make from withholding, modifying or amending in a Change of manner adverse to Parent, the Company Recommendation in response if prior to an Intervening Event ifobtaining the Company Stockholder Approval: (i) the Company’s board of directors has determined determines in good faith, after consultation with its financial advisors and the Company’s outside legal counsel, that, in light that the failure of such Intervening Event, failing the Company’s board of directors to make effect a Change of Company Recommendation would reasonably be expected likely to be inconsistent with its fiduciary duties under Delaware applicable Law; (ii) the Company provides Parent a Notice prior written notice of Change of Recommendationits intention to take such action, which notice shall describe specify in reasonable detail the Intervening Event reasons therefor (it being agreed that the delivery of the Notice of Change of Recommendation such notice by the Company shall not, in and of itself, not constitute a Change of Company Recommendation); (iii) the Company has negotiated (and caused its Representatives to negotiate) in good faith, and has directed any applicable Company Representatives to negotiate in good faith, faith with Parent (to the extent Parent desires to negotiate) with respect to any changes to the terms of this Agreement proposed by Parent in order to obviate the need to make such Change of Company Recommendation for at least four three (43) Business Days following receipt by Parent of such Notice of Change of Recommendationnotice; and (iv) at the end of the three (3) Business Day period described in the foregoing clause (iii), and taking into account any changes to the terms of this Agreement proposed by Parent to the Company during such four (4) Business Day periodCompany, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that failing the failure of the Company’s board of directors to make effect a Change of Company Recommendation would continue to reasonably be expected likely to be inconsistent with its fiduciary duties under Delaware Lawapplicable Law even if such changes proposed by Parent were given effect. (f) Nothing contained in this Section 5.03 Agreement shall prohibit the Company’s board of directors from (i) disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of the Company if the Company’s board of directors determines in good faith, after consultation with outside legal counsel, that the failure to make such disclosure would reasonably be likely to be inconsistent with its fiduciary duties under applicable Law to the stockholders of the Company (for the avoidance of doubt, it being agreed that the issuance by the Company or the Company’s board of directors of a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, shall not constitute a Change of Company Recommendation) or is required by applicable Law; provided, however, that neither the announcement by Company nor the Company’s board of directors shall be permitted to recommend that it the stockholders of the Company tender any securities in connection with any tender offer or exchange offer that is in receipt of a Competing Proposal, shall not (in and of itself) constitute Proposal or effect a Change of Company RecommendationRecommendation with respect thereto, except as permitted by Section 6.03(d); provided, however, that the . The Company and the Company’s board of directors may shall not effect a Change take any actions to exempt any person from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” or establish or increase an “Excepted Holder Limit,” as such terms are defined in the Company Charter unless such actions are taken concurrently with the termination of Company Recommendation except as permitted by this Agreement in accordance with Section 5.03(d) or Section 5.03(e8.01(f).

Solicitation; Change of Company Recommendation. (a) Except as permitted by this Section 5.03, (i) from and after the date hereof, until the earlier of the Acceptance Time and the termination of this Agreement, the Company shall, and shall cause the Company Subsidiaries and the its and their respective directors directors, officers and officers of the Company and each wholly owned Company Subsidiaryemployees to, and shall use reasonable best efforts to cause the other Company Representatives (the “Other Company Representatives”) to, immediately cease and terminate any solicitations, discussions or negotiations with any persons that may be ongoing with respect to any Competing Proposal and to have destroyed or returned to the Company any confidential information that has been provided to any person in connection with any Competing Proposal and will enforce and, except as otherwise prohibited by applicable Law, will not waive any provisions of, any confidentiality or standstill agreement (or any inquiriessimilar agreement) to which the Company or any Company Subsidiary is a party relating to any such Competing Proposal; provided, proposals or offers that would reasonably the Company shall be expected permitted to lead grant a waiver of any standstill agreement, in response to a bona fide unsolicited request (and to permit such request) for such waiver from the counterparty thereto, to permit a Competing Proposal and shall promptly request the return from, or the destruction by, all such persons of all non-public information previously furnished or to be made available to such persons by or on behalf of the Company in connection therewith (and, upon becoming aware of noncompliance with such a request that is inconsistent with the terms of an applicable confidentiality agreement with such third party, the Company shall use reasonable efforts to ensure that such requests are complied with) and (ii) from and after the date hereof of this Agreement until the earlier of the Acceptance Effective Time and the termination of this Agreement, the Company shall not, and shall cause the Company Subsidiaries and the its and their respective directors directors, officers and officers of the Company and each wholly owned Company Subsidiaryemployees not to, and shall use reasonable best efforts to cause the Other any other Company Representatives Representative not to, directly or indirectly, (A) initiate, solicit or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiry, proposal, indication of interest or encourage the submission of any inquiries, proposals or offers that constituteoffer which constitutes, or that would reasonably be expected to lead to, a the submission of any Competing Proposal, (B) furnish any non-public information regarding the Company or any Company Subsidiary to any third person in connection with or in response to any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, a Competing Proposal, (C) enter intoinitiate, continue solicit, knowingly encourage or facilitate, or participate in any discussions or negotiations with with, knowingly encourage or facilitate in any way any effort by, any third person relating with respect to any inquiriesCompeting Proposal, proposals (D) approve or offers that constituterecommend, or that would reasonably be expected propose to lead toapprove or recommend, a Competing Proposal or (DE) amend or grant agree to do any waiver or release under or fail of the foregoing. The Company shall not, and shall cause the Company Subsidiaries not to, enter into any Contract with any person subsequent to use reasonable efforts to enforce any standstill or similar agreement with respect to any Equity Interests the date of this Agreement, and none of the Company or any Company Subsidiary is party to any Contract, in each case, that prohibits the Company Subsidiaries entered into in respect of, in contemplation of or otherwise relating to a Competing Proposal, except to permit the making of a confidential Competing Proposal to the Company’s board of directors if the Company’s board of directors has determined in good faith, after consultation with outside legal counsel, that failing to waive or release such provision to permit the making of a confidential Competing Proposal to the Company’s board of directors would reasonably be expected to be inconsistent from complying with its fiduciary duties obligations under Delaware Lawthis Section 5.03. (b) Notwithstanding Section 5.03(a) anything to the contrary contained in this Agreement, but subject (as applicable) to the rest last sentence of this Section 5.035.03(b), if, at any time following the date hereof of this Agreement and prior to receipt of the Acceptance TimeCompany Stockholder Approval, (i) the Company has received a bona fide written Competing Proposal from a person that did not result from a breach (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect) of this Section 5.03 by the Company(other than a breach that is de minimis), the Company Subsidiaries, the respective directors and officers of the Company and each wholly owned Company Subsidiary or the Other Company Representatives (as if, for purposes of this clause only, all such Other Company Representatives were bound directly by the restrictions set forth in this Section 5.03) and (ii) the Company’s board of directors Company Board determines in good faith, after consultation with its financial advisors and outside counsel, that such Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that failing (iii) the Company provides prior written notice to take Parent disclosing its receipt of the Competing Proposal and including the name of the person making such action would reasonably be expected Competing Proposal, the material terms and conditions of such Competing Proposal and a copy of any relevant Acquisition Agreement and any other relevant transaction documents, and disclosing its intent to be inconsistent furnish information or enter into discussions or negotiations with its fiduciary duties under Delaware Lawsuch person pursuant to this Section 5.03(b), then the Company may (A) furnish information with respect to the Company and the Company Subsidiaries to the person making such Competing Proposal and its representatives and (B) participate in discussions or negotiations with the person making such Competing Proposal and its representatives regarding such Competing Proposal; provided, however, that the Company (x) will not, and will cause not permit the Company Subsidiaries to, and will not authorize the Company Representatives not to, disclose any material non-public information regarding the Company to such person without first entering into an Acceptable Confidentiality Agreement with such person; (y) will promptly keep Parent reasonably informed, on a prompt basis (and in any event within 48 twenty-four (24) hours thereafter) notify Parent in writing of the receipt ), of any Competing Proposal, which such notification shall identify the person making, and the material terms and conditions of, any amendments or material developments with respect to such Competing Proposal and shall keep Parent reasonably informed of (and in any event within 48 hours following) including any material changes to such Competing Proposalthereto, and shall promptly (and in any event within 48 hours after receipt) provide to Parent, an unredacted copy of such Competing Proposal if made in writing (or a written summary of the material terms of such Competing Proposal if not made in writing), any relevant proposed material transaction agreements and a copy including by providing copies of any financing commitments (including redacted fee lettersrevised or new Acquisition Agreement and any other relevant transaction documents) and (z) will as promptly as practicable (and in any event within 48 hours thereafter) provide to Parent any material information concerning the Company or the Company Subsidiaries to be provided or made available to such other person (or its representatives) making a Competing Proposal that was not previously provided or made available to Parent. None of the foregoing shall prohibit the Company or the Company Representatives from contacting any person or group of persons that has made a Competing Proposal after the date of this Agreement that did not result from a breach of Section 5.03(a) solely to request the clarification of the terms and conditions thereof so as to determine whether the Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, and any such actions shall not be a breach of this Section 5.03; provided, however, that the Company shall have provided to Parent the information in clause (iii) of the first sentence of this Section 5.03(b). (c) Except as set forth in Section 5.03(d) or Section 5.03(e), neither the Company’s board of directors Company Board nor any committee thereof shall (i) adopt, authorize, approve, endorse approve or recommend, or publicly propose publicly to adopt, authorize, approve, endorse approve or recommend, or submit to the vote of any stockholders of the Company, any Competing Proposal, (ii) fail to make, withhold, qualifywithdraw, modify modify, qualify or amend, or publicly propose publicly to fail to make, withhold, qualifywithdraw, modify modify, qualify or amend, in each case in a manner adverse to Parent, the Company Recommendation, (iii) Recommendation or fail to include the Company Recommendation in the Schedule 14D-9Proxy Statement, (iii) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer other than a recommendation against such offer or a temporary “stock, look and listen” communication by the Company Board pursuant to Rule 14d-9(f) of the Exchange Act, (iv) fail to publicly recommend against any Competing Proposal, or fail to publicly reaffirm the Company Board Recommendation, in each case within ten (10) days after the written request of Parent following a Competing Proposal that has been publicly announced (or such fewer number of days as remains prior to the Company Stockholder Meeting), (v) resolve, propose or agree to do any of the foregoing (any action set forth in the foregoing clauses clause (i) through ), (ii), (iii), (iv) or (v), a “Change of Company Recommendation”), ) or (iv) if a tender offer or exchange offer for Shares that constitutes a Competing Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the stockholders of the Company (including for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the stockholders of the Company, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement thereof pursuant to Rule 14d-2 under the Exchange Act, (vvi) allow the Company or any of the Company Subsidiaries to enter into any letter of intent, term sheet, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement with respect relating to, or that is intended to result in, or would reasonably be expected to lead to, any Competing Proposal (other than an Acceptable Confidentiality Agreement) (each an “Acquisition Agreement”) or requiring the Company to abandon, terminate or fail to consummate the Transactions or (vi) approve any person becoming an “interested stockholder” under Section 203 of the DGCLTransactions. (d) Notwithstanding Section 5.03(c) but subject (as applicable) anything to the rest of Section 5.03contrary contained in this Agreement, at any time prior to receipt of the Acceptance TimeCompany Stockholder Approval, the Company’s board of directors Company Board may make a Change of Company Recommendation Recommendation, solely in response to a Competing Proposal or terminate this Agreement pursuant to and in accordance with Section 7.01(f(1) in order to enter into a definitive written acquisition agreement with respect to a Superior Proposal if and only or (2) an Intervening Event, if: (i) either (A) a Competing Proposal (that did not result from a breach of Section 5.03(a) (other than breaches a breach that is de minimis) of the timing requirements in this Section 5.03(a) that are immaterial in nature and effect)) 5.03 is made to the Company by a third person and such Competing Proposal is not withdrawn and or (B) an Intervening Event has occurred and is continuing; (ii) the Company’s board of directors Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that (x) in the case of a Competing Proposal, such Competing Proposal constitutes a Superior Proposal and that failing (y) the failure to effect make a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware applicable Law; (iiiii) the Company provided provides Parent at least three (3) Business Days’ prior written notice of the Company’s intention to make a Change of Company Recommendation or terminate this Agreement pursuant to and in accordance with Section 7.01(f) (a “Notice of Change of Recommendation”), which notice shall (x) state expressly that it has received a Superior Proposal or that an Intervening Event has occurred, (y) in the case of a Superior Proposal, identify the person making such Superior Proposal and include the material terms and conditions of such Superior Proposal (it being agreed that the delivery of the Notice of Change of Recommendation by and the Company shall notcontemporaneously provide a copy of any relevant Acquisition Agreement and any other relevant transaction documents to Parent), or, in the case of an Intervening Event, the material facts and circumstances of itself, constitute such Intervening Event and (z) state expressly that the Company Board intends to make a Change of Company Recommendation), and specifying, in reasonable detail, the reasons therefor; (iiiiv) if requested by Parent, the Company has negotiated in good faith, and has directed any applicable Company Representatives to negotiate in good faith, faith with Parent with respect to any changes to the terms of this Agreement proposed by Parent for at least four three (43) Business Days following receipt by Parent of such Notice of Change of Recommendation (it being understood and agreed that any amendment to any material term of such Superior Proposal shall require a new Notice of Change of Recommendation and an additional two (2) Business Day period from the date of such notice); and; (ivv) taking into account any changes to the terms of this Agreement proposed offered by Parent to in writing, the Company during such four (4) Business Day period or two (2) Business Day period, as applicable, the Company’s board of directors Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that (Ax) in the case of a Competing Proposal, such Competing Proposal would continue to constitute a Superior Proposal if such changes proposed offered in writing by Parent were to be given effect and (B) failing to effect a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law. (e) Notwithstanding Section 5.03(c) but subject (as applicable) to the rest of Section 5.03, other than in connection with a Superior Proposal (which shall be subject to Section 5.03(d) and shall not be subject to this Section 5.03(e)), at any time prior to the Acceptance Time, the Company’s board of directors may make a Change of Company Recommendation in response to an Intervening Event if: (iy) the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that, in light of such Intervening Event, failing failure to make a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware applicable Law;; and (iivi) the Company provides Parent a Notice of Change of Recommendation, which notice shall describe the have complied with this Section 5.03 with respect to such Superior Proposal or Intervening Event (it being agreed other than with respect to any breach that the delivery of the Notice of Change of Recommendation by the Company shall not, in and of itself, constitute a is de minimis). (e) Notwithstanding any Change of Company Recommendation); , unless this Agreement shall have been terminated in accordance with Article VII, (iiix) this Agreement shall be submitted to the stockholders of the Company at the Company Stockholder Meeting for the purpose of obtaining the Company Stockholder Approval, and nothing contained herein shall be deemed to relieve the Company of such obligation and (y) the Company has negotiated in good faith, and has directed any applicable Company Representatives to negotiate in good faith, with Parent with respect to any changes Board shall not submit to the terms stockholders of this Agreement proposed by Parent for at least four (4) Business Days following receipt by Parent of such Notice of Change of Recommendation; and (iv) taking into account any changes to the terms of this Agreement proposed by Parent to the Company during such four (4) Business Day periodany Competing Proposal, the Company’s board of directors has determined in good faithor, after consultation with its financial advisors and outside legal counselexcept as permitted herein, that failing propose to make a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Lawdo so. (f) Nothing contained in this Section 5.03 shall prohibit the Company’s board of directors Company Board from (i) disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of the Company if the Company’s board of directors Company Board determines in good faith, after consultation with outside counsel, that the failure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law to the stockholders of the Company (for the avoidance of doubt, it being agreed that the issuance by the Company or the Company’s board of directors Company Board of a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or the announcement by the Company’s board of directors that it is in receipt of a Competing Proposal, shall not (in and of itself) constitute a Change of Company Recommendation); provided, however, that in any event, the Company and the Company’s board of directors may Board shall not effect make a Change of Company Recommendation except as permitted by in accordance with Section 5.03(d) or Section 5.03(e). (g) Any violation of the restrictions set forth in this Section 5.03 by any Company Representative shall be deemed to be a breach of this Section 5.03 by the Company.

Solicitation; Change of Company Recommendation. (a) Except as permitted by this Section 5.03, (i) from and after the date hereof, until the earlier of the Acceptance Time and the termination of this Agreement, the Company shall, and shall cause the Company Subsidiaries and the respective directors and officers of the Company and each wholly owned Company Subsidiaryto, and shall use reasonable best efforts to cause the other Company Representatives (the “Other Company Representatives”) to, immediately cease and terminate cause to be terminated any solicitations, encouragements, discussions or negotiations with any persons that may be ongoing with respect to any Competing Proposal or any inquiries, proposals inquiry or offers proposal that would constitutes or could reasonably be expected to lead to a Competing Proposal and Proposal; (ii) the Company shall promptly (and in event within 48 hours) request the return from, or the destruction by, that all such persons of all non-public confidential information previously furnished to any such persons and their respective representatives be returned or made available destroyed promptly and (iii) the Company shall immediately terminate all access previously granted to such persons by to any physical or on behalf of the Company in connection therewith (and, upon becoming aware of noncompliance with such a request that is inconsistent with the terms of an applicable confidentiality agreement with such third party, the Company shall use reasonable efforts to ensure that such requests are complied with) electronic data room; and (iiiv) from and after the date hereof of this Agreement until the earlier of the Acceptance Effective Time and the valid termination of this AgreementAgreement pursuant to Section 7.01, the Company shall not, and shall cause the Company Subsidiaries and the respective directors and officers of the Company and each wholly owned Company Subsidiarynot to, and shall use reasonable best efforts to cause the Other Company Representatives not to, directly or indirectly, (A) initiate, solicit solicit, knowingly encourage or knowingly facilitate or encourage (1) the submission of any inquiries, proposals Competing Proposal or offers that constitute(2) any inquiries regarding, or the making, disclosure or submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, (B) furnish any non-public information regarding the Company or any Company Subsidiary to any third person in connection with or in response to any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, a Competing Proposal, (C) enter intoengage in, continue knowingly facilitate, knowingly encourage or otherwise participate in any discussions or negotiations with any third person relating with respect to any inquiries, proposals or offers that constituteCompeting Proposal, or any proposal, inquiry or offer that would reasonably be expected to lead to, a Competing Proposal Proposal, made by such person, or (D) amend terminate, amend, release, modify or grant any waiver or release under or knowingly fail to use reasonable efforts to enforce enforce, or waive, any provision of any standstill or similar confidentiality agreement with respect to any Equity Interests person (other than with Parent, Sub or any affiliate of the Company Parent or the Company Subsidiaries entered into in respect ofSub), in contemplation of each case in connection with any potential Competing Proposal, including any inquiry, proposal or otherwise relating offer that relates to or constitutes, or would reasonably be expected to lead to, a Competing Proposal, except to permit in the making case of this clause (D) following receipt of a confidential Competing Proposal that satisfies clauses (i) and (ii) of Section 5.03(b) to the Company’s board of directors if the Company’s board of directors has determined in good faith, after consultation with outside legal counsel, extent that failing such failure to waive or release take such provision to permit the making of a confidential Competing Proposal to the Company’s board of directors actions would reasonably be expected to be inconsistent with its the fiduciary duties of the Company Board (or a committee thereof) under Delaware applicable Law. (b) Notwithstanding Section 5.03(a) anything to the contrary contained in this Agreement, but subject (as applicable) to the rest last sentence of this Section 5.035.03(b), if, at any time following the date hereof of this Agreement and prior to receipt of the Acceptance TimeCompany Shareholder Approval, (i) the Company has received receives a bona fide written Competing Proposal from a person that the Company Board (or any committee thereof) believes to be bona fide and such written Competing Proposal did not result from a breach (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect) of this Section 5.03 by the Company5.03, the Company Subsidiaries, the respective directors and officers of the Company and each wholly owned Company Subsidiary or the Other Company Representatives (as if, for purposes of this clause only, all such Other Company Representatives were bound directly by the restrictions set forth in this Section 5.03) and (ii) the Company’s board of directors Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that failing to take from the same person making such action would reasonably be expected to be inconsistent with its fiduciary duties under Delaware LawCompeting Proposal, then the Company may may, only following the execution of an Acceptable Confidentiality Agreement with the person making such Competing Proposal, (A) furnish information with respect to the Company and the Company Subsidiaries to the person making such Competing Proposal and its representatives and (B) participate in discussions or negotiations with the person making such Competing Proposal and its representatives regarding such Competing Proposal; provided, however, that the Company will (x) will not, and will cause the Company Subsidiaries and the Company Representatives not to, disclose any non-public information regarding the Company to such person without first entering into an Acceptable Confidentiality Agreement with such person; (y) will promptly (and in any event within 48 hours thereafter) notify Parent in writing of the receipt of any Competing Proposal, which such notification shall identify the person making, and the material terms and conditions of, any such Competing Proposal and shall keep Parent reasonably informed of (and in any event within 48 hours following) any material changes to such Competing Proposal, and shall promptly (and in any event within 48 hours after receipt) provide to Parent, an unredacted copy of such Competing Proposal if made in writing (or a written summary of the material terms of such Competing Proposal if not made in writing), any relevant proposed material transaction agreements and a copy of any financing commitments (including redacted fee letters) and (z) will as promptly as practicable (and in any event within 48 hours) notify Parent of the receipt of any Competing Proposal that constitutes or could reasonably be expected to lead to a Superior Proposal, including the identity of any person making such Competing Proposal and the material terms thereof, (y) furnish to Parent a true and correct copy of any confidentiality or other agreement entered into with such person and (z) as promptly as practicable (and in any event within 24 hours thereafterafter providing material) provide to Parent any material information concerning the Company or the Company Subsidiaries provided or made available to such other person (or its representatives) making a Competing Proposal that was not previously provided or made available to Parent. None of the foregoing provisions of Section 5.03(a) or Section 5.03(b) shall prohibit the Company or the Company Representatives from contacting communicating with any person or group of persons that has made a Competing Proposal after the date of this Agreement that did not result from a breach of Section 5.03(a) solely to request the clarification of the terms and conditions thereof so as to determine whether the Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, and any such actions communications, to the extent limited to such purpose, shall not be a breach of this Section 5.03; provided that the Company has first provided Parent written notice of the Competing Proposal (and such anticipated effort to seek clarification). (c) Except as set forth in Section 5.03(d) or Section 5.03(e), neither the Company’s board of directors Company Board nor any committee thereof shall (i) adopt, authorize, approve, endorse endorse, declare advisable or recommend, recommend to the shareholders of the Company (or publicly propose publicly to adopt, authorize, approve, endorse endorse, declare advisable or recommend, or submit recommend to the vote of any stockholders shareholders of the Company), any Competing Proposal, (ii) fail to make, withhold, qualifymodify, modify or amend, change, qualify or withdraw, or publicly propose publicly to fail to make, withhold, qualifymodify, modify amend, change, qualify or amendwithdraw, in a manner adverse to ParentParent or Sub, the Company Recommendation, (iii) Recommendation or fail to include the Company Recommendation in the Schedule 14D-9Proxy Statement, (any action set forth in the foregoing clauses (iiii) through (iii)allow, a “Change of Company Recommendation”)authorize, (iv) if a tender offer cause or exchange offer for Shares that constitutes a Competing Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the stockholders of the Company (including for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the stockholders of the Company, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement thereof pursuant to Rule 14d-2 under the Exchange Act, (v) allow permit the Company or any of the Company Subsidiaries to execute or enter into any agreement in principle, letter of intent, memorandum of understanding, agreement in principleterm sheet, acquisition agreement, merger agreement, acquisition option agreement, joint venture agreement, partnership agreement or other similar agreement to effect any Competing Proposal with respect to any the person that made such Competing Proposal (other than than, solely when permitted by Section 5.03(b), an Acceptable Confidentiality Agreement) ), or requiring the Company to abandon, terminate or fail to consummate the Transactions (each, a “Company Acquisition Agreement”) or (viiv) approve resolve or agree to do any person becoming an “interested stockholder” under Section 203 of the DGCLforegoing (any action set forth in the foregoing clauses (i)–(iv), a “Change of Company Recommendation”). (d) Notwithstanding Section 5.03(c) anything to the contrary contained in this Agreement (but subject (as applicable) to prior compliance with the rest of Section 5.03provisions set forth below), at any time prior to receipt of the Acceptance TimeCompany Shareholder Approval, the Company’s board of directors Company Board (or any committee thereof) may make a Change of Company Recommendation in response to a Competing Proposal or (and, if so desired by the Company Board), terminate this Agreement pursuant to and in accordance with Section 7.01(f) in order to cause the Company to concurrently enter into a definitive written acquisition agreement with respect to a Superior Competing Proposal if and if, but only if, prior to taking any such action: (i) (A) a bona fide written Competing Proposal (that did not result from a breach of this Section 5.03(a) (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect)5.03) is made to the Company by a third person after the date of this Agreement and such Competing Proposal is not withdrawn and (B) the Company’s board of directors Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, that (I) such Competing Proposal constitutes a Superior Proposal and that failing (II) the failure to effect make a Change of Company Recommendation in connection with such Superior Proposal would reasonably be expected to be inconsistent with its fiduciary duties under Delaware applicable Law; (ii) the Company provided provides Parent prior written notice of the Company’s intention of the Company Board (or any committee thereof) to make a Change of Company Recommendation or to terminate this Agreement pursuant to and in accordance enter into a definitive agreement with Section 7.01(f) respect to a Competing Proposal (a “Notice of Change of Recommendation”)) at least three (3) Business Days in advance of taking any such action, which notice shall include the material terms and conditions of the Superior Proposal and copies of the proposed transaction documents in respect of such Competing Proposal, including the identity of the person making such Superior Proposal (it being agreed that neither the delivery of the Notice of Change of Recommendation by the Company nor any public disclosure thereof shall not, in and of itself, constitute a Change of Company Recommendation); (iii) if requested by Parent, the Company has negotiated in good faithnegotiated, and has directed caused any applicable Company Representatives to negotiate negotiate, in good faith, faith with Parent with respect to any changes to the terms of this Agreement Agreement, the Financing Commitments and the Guarantee proposed by Parent in a written binding offer, for at least four three (43) Business Days following receipt by Parent of such Notice of Change of Recommendation (it being understood and agreed that any amendment to any material term of such the Superior Proposal shall require a new Notice of Change of Recommendation and an additional two (2) Business Day period from the date of such notice), and during each such period, the Company Board has considered in good faith any such proposed changes by Parent; and (iv) taking into account any changes to the terms of this Agreement proposed Agreement, the Financing Commitments and the Guarantee offered by Parent in a binding irrevocable written offer to the Company during such four pursuant to clause (4iii) Business Day period or two (2) Business Day period, as applicableabove, the Company’s board of directors Company Board (or any committee thereof) has determined in good faith, after consultation with its financial advisors and outside legal counsel, that (A) such Competing Proposal would continue to constitute a Superior Proposal if such changes proposed irrevocably offered in writing by Parent were to be given effect and (B) failing to effect a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Laweffect. (e) Notwithstanding Section 5.03(c) but subject (as applicable) to the rest of Section 5.03, other Other than in connection with a Superior Competing Proposal (which shall be subject to Section 5.03(d) and shall not be subject to this Section 5.03(e)), at nothing in this Agreement shall prohibit or restrict the Company Board (or any time prior to the Acceptance Time, the Company’s board of directors may make committee thereof) from effecting a Change of Company Recommendation in response to an Intervening Event if: (i) if the Company’s board of directors has determined Company Board determines in good faith, after consultation with its the Company’s financial advisors and outside legal counsel, that, in light that the failure of such Intervening Event, failing the Company Board to make effect a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware applicable Law; (ii) ; provided, that the Company provides shall give Parent a Notice at least three (3) Business Days of Change such determination and the intention of Recommendationthe Company Board (or any committee thereof) to take such action, which notice shall describe include a reasonably detailed description of the Intervening Event basis for such Change of Company Recommendation (it being agreed that neither the delivery of the Notice of Change of Recommendation such notice by the Company nor any public disclosure thereof shall not, in and of itself, constitute a Change of Company Recommendation); (iii) the Company has negotiated in good faith, and has directed any applicable Company Representatives to negotiate in good faith, with Parent with respect to any changes to the terms of this Agreement proposed by Parent for at least four (4) Business Days following receipt by Parent of such Notice of Change of Recommendation; and (iv) taking into account any changes to the terms of this Agreement proposed by Parent to the Company during such four (4) Business Day period, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that failing to make a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law. (f) Nothing contained in this Section 5.03 shall prohibit the Company’s board of directors Company Board (or any committee thereof) from (i) disclosing to the stockholders shareholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders shareholders of the Company if the Company’s board of directors Company Board (or any committee thereof) determines in good faith, after consultation with outside legal counsel, that the failure to make such disclosure would reasonably be likely to be inconsistent with its fiduciary duties to the stockholders shareholders of the Company under applicable Law (for the avoidance of doubt, it being agreed that the issuance by the Company or the Company’s board of directors Company Board (or any committee thereof) of a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or the announcement by the Company’s board of directors that it is in receipt of a Competing Proposal, shall not (in and of itself) constitute a Change of Company Recommendation); provided, however, that . Nothing in the foregoing provisions of this Section 5.03(f) will be deemed to permit the Company and or the Company’s board of directors may not Company Board (or a committee thereof) to effect a Change of Company Recommendation except as permitted by other than in accordance with Section 5.03(d) or Section 5.03(e).

Solicitation; Change of Company Recommendation. (a) Except as expressly permitted by this Section 5.03, (i) from and after the date hereof, of this Agreement until the earlier of the Acceptance Effective Time and the termination of this AgreementAgreement in accordance with Article VII, the Company shall, and shall cause the Company Subsidiaries to, and the respective directors and officers of the Company and each wholly owned the Company Subsidiary, and Subsidiaries shall use their respective reasonable best efforts to cause the other Company Representatives their respective directors, officers, investment bankers, counsel and similarly authorized representatives (collectively, the “Other Company Representatives”) to, (i) immediately (A) cease and terminate any direct or indirect solicitations, discussions or negotiations with any persons that may be ongoing with respect to any Competing Proposal or any inquiriespotential Competing Proposal, proposals (B) terminate access to any physical or offers that would reasonably be expected electronic data rooms relating to lead to a any potential Competing Proposal and shall (C) use their respective reasonable best efforts to cause any person and its representatives that has received confidential information concerning the Company or any of the Company Subsidiaries in connection with a potential Competing Proposal to promptly request return or destroy the return from, or the destruction by, all such persons of all non-public confidential information previously furnished or made available to such persons thereto by or on behalf of the Company or any Company Subsidiary and to destroy all analyses and other material prepared by or on behalf of such person or its representatives that contain, reflect or analyze such information, in connection therewith (andeach case, upon becoming aware of noncompliance with such a request that is inconsistent in accordance with the terms of an applicable confidentiality agreement with such third party, the Company shall use reasonable efforts to ensure that such requests are complied with) and (ii) from and after the date hereof until the earlier of the Acceptance Time and the termination of this Agreement, the Company shall not, and shall cause the Company Subsidiaries and the respective directors and officers of the Company and each wholly owned Company Subsidiary, and shall use reasonable best efforts to cause the Other Company Representatives not to, directly or indirectly, indirectly (A) initiate, solicit or knowingly facilitate encourage any inquiry, offer or encourage proposal with respect to, or the submission of or announcement of, any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, a Competing Proposal, (B) furnish any non-public information regarding the Company or any Company Subsidiary to any third person in connection with or in response to any inquiries, proposals a Competing Proposal or offers that constitute, a potential Competing Proposal or that would reasonably be expected to lead to, Competing Proposal, (C) enter into, continue or participate in any discussions or negotiations with any third person relating with respect to any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, a Competing Proposal or a potential Competing Proposal. In addition, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VII, (Di) amend or neither the Company’s board of directors nor any committee thereof shall (except with respect to Parent and its affiliates and their respective representatives) (x) grant any waiver waiver, amendment or release under any Takeover Statute or fail to use reasonable efforts to enforce (y) grant any waiver, amendment or release under any confidentiality, standstill or similar agreement with respect (or terminate or fail to any Equity Interests of enforce such agreement) except solely to the Company or extent necessary to allow the Company Subsidiaries entered into in respect of, in contemplation of or otherwise relating other party to a Competing Proposal, except such agreement to permit the making of make a confidential Competing Proposal to the Company’s board of directors if and (ii) the Company shall not, and shall cause the Company Subsidiaries not to, reimburse or agree to reimburse the expenses of any other person (other than the Company’s board of directors has determined Representatives) in good faith, after consultation connection with outside legal counsel, that failing to waive or release such provision to permit the making of a confidential Competing Proposal to the Company’s board of directors would or any inquiry, discussion, offer or request that could reasonably be expected to be inconsistent with its fiduciary duties under Delaware Lawlead to a Competing Proposal. (b) Notwithstanding Section 5.03(a) anything to the contrary contained in this Agreement, but subject (as applicable) to the rest last sentence of this Section 5.035.03(b), if, at any time following the date hereof of this Agreement and prior to the Acceptance Timereceipt of the Requisite Stockholder Approval, (i) the Company has received a bona fide written Competing Proposal from a person that did not result from a material breach (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect) of this Section 5.03 by the Company, the Company Subsidiaries, the respective directors and officers or any of the Company and each wholly owned Subsidiaries or Company Subsidiary or the Other Company Representatives (as ifRepresentatives, for purposes of this clause only, all such Other Company Representatives were bound directly by the restrictions set forth in this Section 5.03) and (ii) the Company’s board of directors determines in good faith, after consultation with its the Company’s outside financial advisors and outside legal counsel, that such Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (iii) the Company’s board of directors determines in good faith, after consultation with the Company’s outside legal counsel, that failing the failure to take such action the actions described in clauses (A) and (B) below would reasonably be expected to be inconsistent with its the board of directors’ fiduciary duties to the stockholders of the Company under Delaware applicable Law, then the Company may (A) furnish information with respect to the Company and the Company Subsidiaries to the person making such Competing Proposal and its representatives and (B) participate in discussions or negotiations with the person making such Competing Proposal and its representatives regarding such Competing Proposal; provided, however, that the Company (x) will not, and will cause the Company Subsidiaries not to, and the Company and the Company Subsidiaries will use their respective reasonable best efforts to cause their respective Company Representatives not to, disclose any non-public information regarding the Company or any of the Company Subsidiaries to such person without first entering into an Acceptable Confidentiality Agreement with such person; (y) will promptly (and in any event within 48 hours thereafter24 hours) notify advise Parent in writing of the receipt of any Competing Proposal, which such notification Proposal that constitutes or could reasonably be expected to lead to a Superior Proposal (and shall identify disclose to Parent the identity of any person making, and the material terms and conditions of, any making such Competing Proposal and shall keep the terms thereof and the other information required to be provided to Parent reasonably informed of (and in any event within 48 hours following) any material changes pursuant to such Competing Proposal, and shall promptly (and in any event within 48 hours after receipt) provide to Parent, an unredacted copy of such Competing Proposal if made in writing (or a written summary of the material terms of such Competing Proposal if not made in writingSection 5.03(c), any relevant proposed material transaction agreements and a copy of any financing commitments (including redacted fee letters) and (z) will as promptly as practicable (and in any event within 48 24 hours thereafter) provide to Parent any material written information concerning the Company or the Company Subsidiaries provided or made available to such other person (or its representatives), and any material information concerning the Company or the Company Subsidiaries provided to such other person (or its representatives) making a Competing Proposal orally, that was not previously provided or made available to Parent. None So long as the Company, the Company Subsidiaries and the Company Representatives have otherwise complied with this Section 5.03, none of the foregoing shall prohibit the Company or the Company Representatives from contacting any person or group of persons that has made a Competing Proposal after the date of this Agreement that did not result from a breach of Section 5.03(a) solely to request the clarification of the terms and conditions thereof so as to determine whether the Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, and, if the Company, the Company Subsidiaries and the Company Representatives have otherwise complied with this Section 5.03, any such actions shall not be a breach of this Section 5.03. (c) Except From and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VII, the Company shall promptly (and in any event within 24 hours) notify Parent of the receipt of any Competing Proposal or any inquiry, proposal, offer or request for information with respect to, or that could reasonably be expected to result in, a Competing Proposal, or any discussions or negotiations sought to be initiated or continued with the Company, any of the Company Subsidiaries or any Company Representatives concerning a Competing Proposal, indicating, in each case, the identity of the person or group of persons making such Competing Proposal, inquiry, offer, proposal or request for information and a copy of any such Competing Proposal (including, if applicable, copies of any documentation constituting the Competing Proposal, including proposed agreements and financing commitments, and any amendments or modifications thereto) or a written summary of the material terms and conditions of such Competing Proposal not made in writing, and thereafter shall keep Parent informed in reasonable detail, on a prompt basis (and in any event within 24 hours), of any material developments or modifications to the terms of such Competing Proposal, inquiry, offer, proposal or request (including, if applicable, copies of any documentation constituting the Competing Proposal, including proposed agreements and financing commitments, and any amendments or modifications thereto) and the status of any such inquiry, proposal, offer, request for information, discussions or negotiations. Notwithstanding anything in this Agreement to the contrary, the Company hereby agrees that it shall not, and shall not permit any Company Subsidiary to, enter into any agreement that prohibits or restricts it from providing to Parent the information contemplated by this Section 5.03(c) or otherwise complying with the other provisions of this Section 5.03. (d) Notwithstanding anything in this Agreement to the contrary, except as set forth in Section 5.03(d5.03(e) or Section 5.03(e5.03(f), neither the Company’s board of directors nor any committee thereof shall (i) adopt, authorize, approve, endorse approve or recommend, or propose publicly to adopt, authorize, approve, endorse or recommend, or submit to the vote of any stockholders of the Company, recommend any Competing Proposal or potential Competing Proposal, or, in each case, publicly propose to do so, (ii) fail to make, withhold, qualify, modify or amend, or propose publicly to fail to make, withhold, qualify, modify or amend, in a manner adverse to Parent, the Company Recommendation, (iii) or in each case publicly propose to do so, or fail to include the Company Recommendation in the Schedule 14D-9, Proxy Statement (any action set forth in the foregoing clauses (i) through or (iiiii), a “Change of Company Recommendation”)) or (iii) authorize, (iv) if a tender offer cause or exchange offer for Shares that constitutes a Competing Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the stockholders of the Company (including for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the stockholders of the Company, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement thereof pursuant to Rule 14d-2 under the Exchange Act, (v) allow the Company or any of the Company Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement with respect relating to any Competing Proposal or potential Competing Proposal (other than an Acceptable Confidentiality Agreement) or requiring the Company to abandon, terminate or fail to consummate the Transactions or (vi) approve any person becoming an “interested stockholder” under Section 203 of the DGCLTransactions. (de) Notwithstanding Section 5.03(c) but subject (as applicable) anything to the rest of Section 5.03contrary contained in this Agreement, at any time prior to the Acceptance Timereceipt of the Requisite Stockholder Approval, the Company’s board of directors may make a Change of Company Recommendation in response with respect to a Competing Proposal or terminate this Agreement pursuant to and in accordance with Section 7.01(f) in order to enter into a definitive written acquisition agreement with respect to a Superior Proposal if if, and only if: (i) (A) a such Competing Proposal (that did not result from a material breach of Section 5.03(a) (other than breaches 5.03 by the Company or any of the timing requirements in Section 5.03(a) that are immaterial in nature and effect)Company Subsidiaries or Company Representatives) is made to the Company by a third person and such Competing Proposal is not withdrawn and (B) the Company’s board of directors determines in good faith, after consultation with its the Company’s outside financial advisors and outside legal counsel, that such Competing Proposal constitutes a Superior Proposal and that failing to effect a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware LawProposal; (ii) the Company provided provides Parent prior written notice of the Company’s intention to make a Change of Company Recommendation or terminate this Agreement pursuant to and in accordance with Section 7.01(f) (a “Notice of Change of Recommendation”), which notice shall include identify the material terms and conditions of person making such Superior Proposal and include copies of the documentation constituting such Superior Proposal, including proposed agreements and financing commitments, and any amendments or modifications thereto (it being agreed that the delivery of the Notice of Change of Recommendation by the Company shall not, in and of itself, not constitute a Change of Company Recommendation); (iii) the Company has negotiated in good faithnegotiated, and has directed any applicable used its reasonable best efforts to cause the Company Representatives to negotiate negotiate, in good faith, faith with Parent and its affiliates and their respective representatives with respect to any changes to the terms and conditions of this Agreement proposed by Parent and any other agreements relating to the Transactions for at least four five (45) Business Days following receipt by Parent of such Notice of Change of Recommendation (it being understood and agreed that any amendment or modification to any material term or condition (including any financial term or any termination fee, expense reimbursement provision or any term or condition relating to conditionality or the timing of consummation) of such Superior Proposal shall require the Company to deliver a new Notice of Change of Recommendation to Parent with respect to such amendment or modification and an additional two (2) Business Day period from the date of such noticenotice during which the Company shall comply again with this Section 5.03(e)(i)-(iii)); and (iv) taking into account any changes to the terms and conditions of this Agreement and any other agreements relating to the Transactions proposed by Parent to the Company during such four (4) Business Day period or two (2) Business Day period, as applicableCompany, the Company’s board of directors has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that (A) such Competing Proposal would continue to constitute a Superior Proposal if such changes proposed offered in writing by Parent were to be given effect and (B) failing to effect a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Laweffect. (ef) Notwithstanding Section 5.03(c) but subject (as applicable) to the rest of Section 5.03, other Other than in connection with a Superior Competing Proposal (which shall be subject to Section 5.03(d5.03(e) and shall not be subject to this Section 5.03(e5.03(f)), at any time prior to the Acceptance Time, nothing in this Agreement shall prohibit or restrict the Company’s board of directors may make from, prior to the receipt of the Requisite Stockholder Approval, withholding, modifying or amending, in a Change of manner adverse to Parent, the Company Recommendation in response to an Intervening Event if: (i) if the Company’s board of directors has determined determines in good faith, after consultation with its the Company’s outside financial advisors and outside legal counsel, that, in light that the failure of such Intervening Event, failing the Company’s board of directors to make effect a Change of Company Recommendation would be reasonably be expected likely to be inconsistent with its fiduciary duties under Delaware applicable Law; ; provided, that, (iiA) the Company provides shall give Parent a Notice advance written notice of Change of Recommendationits intention to take such action, which notice shall describe specify in reasonable detail the Intervening Event facts and circumstances underlying the Company’s board of directors determination that the failure to effect a Change of Company Recommendation would be inconsistent with its fiduciary duties under applicable Law (it being agreed that the delivery of the Notice of Change of Recommendation such notice by the Company shall not, in and of itself, not constitute a Change of Company Recommendation); , (iiiB) the Company has negotiated in good faith, shall negotiate and has directed any applicable shall use its reasonable best efforts to cause the Company Representatives to negotiate negotiate, in good faith, faith with Parent and its affiliates and their respective representatives with respect to any changes to the terms and conditions of this Agreement proposed by Parent and any other agreements relating to the Transactions for at least four five (45) Business Days following receipt by Parent of such Notice notice (it being understood and agreed that following receipt by Parent of such notice but prior to the determination by the Company’s board of directors to effect a Change of Recommendation; and Company Recommendation any material change relating to the facts and circumstances underlying such determination shall require the Company to deliver a new notice pursuant to this Section 5.03(f) and an additional two (iv2) Business Day period from the date of such notice during which the Company shall comply again with this Section 5.03(f)(A)-(B)) and (C) after taking into account any changes to the terms and conditions of this Agreement and any other agreements relating to the Transactions proposed by Parent to the Company during such four (4) Business Day periodParent, the Company’s board of directors has determined in good faith, after consultation with its the Company’s outside financial advisors and outside legal counsel, that failing the failure to make effect a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware applicable Law. (fg) Nothing contained in this Section 5.03 shall prohibit the Company’s board of directors from (i) disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of the Company if the Company’s board of directors determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to make such disclosure would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law (for the avoidance of doubt, it being agreed that the issuance by the Company or the Company’s board of directors of a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or the announcement by the Company’s board of directors that it is in receipt of a Competing Proposal, shall not (in and of itself) constitute a Change of Company Recommendation); provided, however, that the Company and neither the Company’s board of directors nor any committee thereof may not effect a Change of Company Recommendation except as permitted by pursuant to and in accordance with Section 5.03(d5.03(e) or Section 5.03(e5.03(f).

Solicitation; Change of Company Recommendation. (a) Except The Company and Parent shall make or file, or cause to made or filed, as permitted by this Section 5.03promptly as practicable, (i) from with the appropriate Governmental Entity all filings, forms, registrations and after notifications required to be filed to consummate the date hereofMerger under any applicable Antitrust Law, until the earlier of the Acceptance Time and the termination of this Agreementsubsequent to such filings, the Company and Parent shall, and shall cause the Company Subsidiaries and the their respective directors and officers of the Company and each wholly owned Company Subsidiary, and shall use reasonable best efforts to cause the other Company Representatives (the “Other Company Representatives”) Affiliates to, immediately cease and terminate as promptly as practicable, respond to inquiries from Governmental Entities, or provide any solicitations, discussions or negotiations with any persons supplemental information that may be ongoing with respect to any Competing Proposal or any inquiriesrequested by Governmental Entities, proposals or offers that would reasonably be expected to lead to a Competing Proposal and shall promptly request the return from, or the destruction by, all such persons of all non-public information previously furnished or made available to such persons by or on behalf of the Company in connection therewith (and, upon becoming aware of noncompliance with such a request that is inconsistent with the terms of an applicable confidentiality agreement with such third party, the Company shall use reasonable efforts to ensure that such requests are complied with) and (ii) from and after the date hereof until the earlier of the Acceptance Time and the termination of this Agreement, the Company shall not, and shall cause the Company Subsidiaries and the respective directors and officers of the Company and each wholly owned Company Subsidiary, and shall use reasonable best efforts to cause the Other Company Representatives not to, directly or indirectly, (A) initiate, solicit or knowingly facilitate or encourage the submission of any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, a Competing Proposal, (B) furnish any non-public information regarding the Company or any Company Subsidiary to any third person in connection with or in response to any inquiries, proposals or offers that constitutefilings made with such Governmental Entities. The Company and Parent shall file, or that would reasonably be expected to lead to, Competing Proposal, (C) enter into, continue or participate in any discussions or negotiations with any third person relating to any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, a Competing Proposal or (D) amend or grant any waiver or release under or fail to use reasonable efforts to enforce any standstill or similar agreement with respect to any Equity Interests of the Company or the Company Subsidiaries entered into in respect of, in contemplation of or otherwise relating to a Competing Proposal, except to permit the making of a confidential Competing Proposal to the Company’s board of directors if the Company’s board of directors has determined in good faith, after consultation with outside legal counsel, that failing to waive or release such provision to permit the making of a confidential Competing Proposal to the Company’s board of directors would reasonably be expected cause to be inconsistent with its fiduciary duties under Delaware Law. (b) Notwithstanding Section 5.03(a) but subject (as applicable) to the rest of this Section 5.03, if, at any time following the date hereof and prior to the Acceptance Time, (i) the Company has received a bona fide written Competing Proposal from a person that did not result from a breach (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect) of this Section 5.03 by the Companyfiled, the Company Subsidiaries, notification and report forms required under the respective directors and officers of the Company and each wholly owned Company Subsidiary or the Other Company Representatives HSR Act no later than ten (as if, for purposes of this clause only, all such Other Company Representatives were bound directly by the restrictions set forth in this Section 5.0310) and (ii) the Company’s board of directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that failing to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law, then the Company may (A) furnish information with respect to the Company and the Company Subsidiaries to the person making such Competing Proposal and its representatives and (B) participate in discussions or negotiations with the person making such Competing Proposal and its representatives regarding such Competing Proposal; provided, however, that the Company (x) will not, and will cause the Company Subsidiaries and the Company Representatives not to, disclose any non-public information regarding the Company to such person without first entering into an Acceptable Confidentiality Agreement with such person; (y) will promptly (and in any event within 48 hours thereafter) notify Parent in writing of the receipt of any Competing Proposal, which such notification shall identify the person making, and the material terms and conditions of, any such Competing Proposal and shall keep Parent reasonably informed of (and in any event within 48 hours following) any material changes to such Competing Proposal, and shall promptly (and in any event within 48 hours after receipt) provide to Parent, an unredacted copy of such Competing Proposal if made in writing (or a written summary of the material terms of such Competing Proposal if not made in writing), any relevant proposed material transaction agreements and a copy of any financing commitments (including redacted fee letters) and (z) will as promptly as practicable (and in any event within 48 hours thereafter) provide to Parent any material information concerning the Company or the Company Subsidiaries provided or made available to such other person (or its representatives) making a Competing Proposal that was not previously provided or made available to Parent. None of the foregoing shall prohibit the Company or the Company Representatives from contacting any person or group of persons that has made a Competing Proposal Business Days after the date of this Agreement that did not result from a breach of Section 5.03(a) solely to request the clarification of the terms and conditions thereof so as to determine whether the Competing Proposal constitutes or could reasonably be expected to lead to a Superior ProposalAgreement, and any such actions shall not be a breach filings, notifications or submissions (or drafts thereof, as appropriate) required under any other applicable Antitrust Laws as promptly as practicable, but no later than thirty (30) Business Days, after the date of this Section 5.03. (c) Except as set forth in Section 5.03(d) or Section 5.03(e), neither Agreement. Each of Parent and the Company’s board of directors nor any committee thereof Company shall (i) adopt, authorize, approve, endorse cooperate with each other in connection with any such filing and in connection with resolving any investigation or recommend, or propose publicly to adopt, authorize, approve, endorse or recommend, or submit to the vote other inquiry of any stockholders of the Company, Governmental Entity under applicable Laws with respect to any Competing Proposalsuch filing, (ii) fail to make, withhold, qualify, modify keep each other apprised of the status of any communications with and any inquiries or amend, or propose publicly to fail to make, withhold, qualify, modify or amend, in a manner adverse to Parent, the Company Recommendationrequests for additional information from any Governmental Entity, (iii) fail to include the Company Recommendation in the Schedule 14D-9, (comply as promptly as practicable with any action set forth in the foregoing clauses (i) through (iii), a “Change of Company Recommendation”)such inquiry or requests for additional information, (iv) if give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication to or from any Governmental Entity regarding the Transactions, and provide the other party a tender offer or exchange offer for Shares that constitutes a Competing Proposal is commencedreasonable opportunity to review, fail to recommend against acceptance of such tender offer or exchange offer by comment on and discuss in advance, and consider in good faith the stockholders views of the Company (including for these purposesother party in connection with, by taking no position with respect to the acceptance of any such tender offer or exchange offer by the stockholders of the Companyfilings, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement thereof pursuant to Rule 14d-2 under the Exchange Actsubmissions and communications, and (v) allow the Company unless prohibited by applicable Law, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of the Company Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or Transactions without the other similar agreement with respect to any Competing Proposal party (other than an Acceptable Confidentiality Agreement) or requiring the Company to abandontelephone calls regarding routine administrative matters), terminate or fail to consummate the Transactions or (vi) approve any person becoming an “interested stockholder” under Section 203 of the DGCL. (d) Notwithstanding Section 5.03(c) but subject (as applicable) to the rest of Section 5.03, at any time prior to the Acceptance Time, the Company’s board of directors may make a Change of Company Recommendation in response to a Competing Proposal or terminate this Agreement pursuant to and in accordance with Section 7.01(f) in order to enter into a definitive written acquisition agreement with respect to a Superior Proposal if and only if: (i) (A) a Competing Proposal (that did not result from a breach of Section 5.03(a) (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect)) is made to the Company by a third person and such Competing Proposal is not withdrawn and (B) give the Company’s board other party reasonable prior notice of directors determines in good faithany such meeting or substantive conversation, after consultation and (C) furnish the other party with its financial advisors copies of all filings, submissions and outside legal counsel, substantive communications to or from any Governmental Entity regarding the Transactions; provided that confidential information pertaining to each party may be withheld or redacted as appropriate (except that such Competing Proposal constitutes a Superior Proposal and that failing to effect a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law; (ii) the Company provided Parent prior written notice of the Company’s intention to make a Change of Company Recommendation or terminate this Agreement pursuant to and in accordance with Section 7.01(f) (a “Notice of Change of Recommendation”), which notice shall include the material terms and conditions of such Superior Proposal (it being agreed that the delivery of the Notice of Change of Recommendation by the Company shall not, in and of itself, constitute a Change of Company Recommendation); (iii) the Company has negotiated in good faith, and has directed any applicable Company Representatives to negotiate in good faith, with Parent with respect to any changes to the terms of this Agreement proposed by Parent for at least four (4) Business Days following receipt by Parent of such Notice of Change of Recommendation (it being understood and agreed that any amendment to any material term of such Superior Proposal shall require a new Notice of Change of Recommendation and an additional two (2) Business Day period from the date of such notice); and (iv) taking into account any changes to the terms of this Agreement proposed by Parent to the Company during such four (4) Business Day period or two (2) Business Day period, as applicable, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that (A) such Competing Proposal would continue to constitute a Superior Proposal if such changes proposed by Parent were to be given effect and (B) failing to effect a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law. (e) Notwithstanding Section 5.03(c) but subject (as applicable) to the rest of Section 5.03, other than in connection with a Superior Proposal (which shall be subject to Section 5.03(d) and confidential information shall not be subject to this Section 5.03(e))withheld or redacted from copies of any filings, at any time prior submissions, communications or other documents made available by a party to the Acceptance Time, the Company’s board of directors may make a Change of Company Recommendation in response to an Intervening Event if: (i) the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that, in light of such Intervening Event, failing to make a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law; (ii) the Company provides Parent a Notice of Change of Recommendation, which notice shall describe the Intervening Event (it being agreed that the delivery of the Notice of Change of Recommendation by the Company shall not, in and of itself, constitute a Change of Company Recommendation); (iii) the Company has negotiated in good faith, and has directed any applicable Company Representatives to negotiate in good faith, with Parent with respect to any changes to the terms of this Agreement proposed by Parent for at least four (4) Business Days following receipt by Parent of such Notice of Change of Recommendation; and (iv) taking into account any changes to the terms of this Agreement proposed by Parent to the Company during such four (4) Business Day period, the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that failing to make a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law. (f) Nothing contained in this Section 5.03 shall prohibit the Company’s board of directors from (i) disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of the Company if the Company’s board of directors determines in good faith, after consultation with other parties’ outside counsel, that the failure to make such disclosure would be inconsistent with its fiduciary duties to the stockholders of the Company (for the avoidance of doubt, it being agreed that the issuance by the Company or the Company’s board of directors of a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or the announcement by the Company’s board of directors that it is in receipt of a Competing Proposal, shall not (in and of itself) constitute a Change of Company Recommendation); provided, howeverfurther, that that, notwithstanding the foregoing, materials made available to the other parties’ outside counsel may be redacted to remove references concerning the valuation of the Company and the Company’s board of directors may not effect a Change of Company Recommendation except as permitted by Section 5.03(d) or Section 5.03(e)Merger.

Solicitation; Change of Company Recommendation. (a) Except as permitted by this Section 5.03, (i) from and after the date hereof, until the earlier of the Acceptance Time and the termination of this Agreement, the Company shall, and shall cause the Company Subsidiaries and the respective directors and officers of the Company and each wholly owned Company Subsidiaryto, and shall use reasonable best efforts to cause direct the Company’s officers, directors, employees, financial advisors, attorneys, accountants and other Company Representatives agents or representatives (collectively, the “Other Company Representatives”) to, (i) immediately cease any discussions or negotiations with any third parties that may be ongoing as of the date hereof with respect to an actual or potential Competing Proposal, (ii) immediately terminate the access of third parties to any data room the Company has established with respect to the Transactions, and terminate (iii) promptly request, in accordance with the terms of any applicable confidentiality agreement, the return or destruction of any confidential information previously furnished to any third party with respect to an actual or potential Competing Proposal and any solicitations, discussions or negotiations with any persons that may be ongoing with respect to any Competing Proposal or any inquiriesProposal. Except as permitted by this Section 5.03, proposals or offers that would reasonably be expected to lead to a Competing Proposal and shall promptly request the return from, or the destruction by, all such persons of all non-public information previously furnished or made available to such persons by or on behalf of the Company in connection therewith (and, upon becoming aware of noncompliance with such a request that is inconsistent with the terms of an applicable confidentiality agreement with such third party, the Company shall use reasonable efforts to ensure that such requests are complied with) and (ii) from and after the date hereof until the earlier of the Acceptance Effective Time and the termination of this Agreement, the Company shall not, and shall cause the Company Subsidiaries and the respective directors and officers of the Company and each wholly owned Company Subsidiaryto not, and shall use reasonable best efforts to cause direct the Other Company Representatives not to, directly or indirectly, (A) initiate, solicit or knowingly encourage or facilitate any inquiries or encourage the making or submission of any inquiriesoffer, proposals proposal or offers indication of interest that constituteconstitutes, or that would reasonably be expected to lead to, a Competing Proposal, (B) furnish any non-public non‑public information regarding the Company or any Company Subsidiary to any third person in connection with or in response to any inquiries, proposals or offers that constitutewith, or that would reasonably be expected to lead to, Competing Proposal, (C) enter into, continue or participate in any discussions or negotiations with any third person relating to any inquiries, proposals or offers that constitute, or under circumstances that would reasonably be expected to lead to, a Competing Proposal Proposal, (C) participate in any discussions or negotiations with any third person with respect to any Competing Proposal, (D) amend amend, terminate or grant waive any waiver or release under or fail to use reasonable efforts to enforce provisions of any confidentiality, standstill or similar agreement to which it is a party with respect to any Equity Interests of the Company actual or the Company Subsidiaries entered into in respect of, in contemplation of or otherwise relating to a potential Competing Proposal, except (E) execute or enter into any letter of intent, agreement in principle or acquisition agreement relating to permit the making of a confidential any Competing Proposal (other than an Acceptable Confidentiality Agreement) or requiring the Company to abandon, terminate or fail to consummate the Company’s board Transactions (an “Acquisition Agreement”) or (F) agree or publicly announce an intention to do any of directors if the Company’s board of directors has determined in good faith, after consultation with outside legal counsel, that failing to waive or release such provision to permit the making of a confidential Competing Proposal to the Company’s board of directors would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Lawforegoing. (b) Notwithstanding Section 5.03(a) but subject (as applicable) anything to the rest of contrary contained in this Section 5.03, Agreement if, at any time following the date hereof and prior to the Acceptance Time, (i) the Company or any of the Company Representatives has received a bona fide written Competing Proposal (it being agreed that the Company Board may correspond in writing with any person making such a written Competing Proposal to request clarification of the terms and conditions thereof so as to determine whether such Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal) from a person that did not result from a material breach (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect) of this Section 5.03 by the Company5.03, the Company Subsidiaries, the respective directors and officers of the Company and each wholly owned Company Subsidiary or the Other Company Representatives (as if, for purposes of this clause only, all such Other Company Representatives were bound directly by the restrictions set forth in this Section 5.03) and (ii) the Company’s board of directors Company Board determines in good faith, after consultation with its financial advisors and outside counsel, that such Competing Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that failing to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Delaware LawProposal, then the Company may (A) furnish information with respect to the Company and the Company Subsidiaries to the person making such Competing Proposal and its representatives and (B) participate in discussions or negotiations with the person making such Competing Proposal and its representatives regarding such Competing Proposal; provided, however, that the Company (x) will not, and will cause not permit the Company Subsidiaries to, and will not authorize the Company Representatives not to, disclose any non-public information regarding the Company to such person without first entering into an Acceptable Confidentiality Agreement with such person; (y) will promptly (and in any event within 48 hours thereafter) notify provide Parent in writing with the identity of the receipt of any Competing Proposal, which such notification shall identify the person making, and the material terms and conditions of, any third party making such Competing Proposal and shall keep Parent reasonably informed a copy thereof (including drafts of (any documentation and in any event within 48 hours following) any material changes financing commitments submitted to the Company by such third party at the time it makes such Competing Proposal) or, and shall promptly (and in any event within 48 hours after receipt) provide to Parent, an unredacted copy of such Competing Proposal if not made in writing (or writing, a written summary of the material terms and conditions of such Competing Proposal if not made in writing), any relevant proposed material transaction agreements and a copy of any financing commitments (including redacted fee letters) and (z) will as promptly as practicable (and in any event within 48 24 hours thereafter) provide to Parent any material information concerning the Company or the Company Subsidiaries provided or made available to such other person (or its representatives) making a Competing Proposal that was not previously provided or made available to Parent. None The Company shall keep Parent reasonably informed of any material developments, discussions or negotiations regarding any such Competing Proposal on a prompt basis (and in any event within 48 hours). In addition, the Company shall, as promptly as practicable (and in any event within 48 hours) notify Parent in writing if the Company or, to the knowledge of the foregoing shall prohibit the Company or Company, any of the Company Representatives receives any indication of interest, inquiry or request for discussions or information from contacting any person third party with respect to, or group of persons that has made a Competing Proposal after the date of this Agreement that did not result from a breach of Section 5.03(a) solely to request the clarification of the terms and conditions thereof so as to determine whether the Competing Proposal constitutes or could would reasonably be expected to lead to to, a Superior Competing Proposal, including the identity of such third party and the nature of such indication, inquiry or request and shall keep Parent informed on a prompt basis (and in any such actions event within 48 hours) of any material developments or discussions with respect thereto. The Company agrees that it shall not be a breach of enter into any confidentiality agreement with any person subsequent to the date hereof that would prohibit the Company from providing any information to Parent in accordance with this Section 5.03. (c) Except as set forth in Section 5.03(d) or Section 5.03(e), neither the Company’s board of directors Company Board nor any committee thereof shall (i) adopt, authorize, approve, endorse or recommend, or propose publicly to adopt, authorize, approve, endorse or recommend, recommend or submit to the a vote of any its stockholders of the Company, any Competing Proposal, (ii) fail to makeinclude in the Schedule 14D-9, or withdraw, withhold, qualify, modify or amend, or propose publicly to fail to make, withhold, qualify, modify or amend, in a manner adverse to Parent, the Company Recommendation, Recommendation or (iii) fail to include publicly reaffirm the Company Recommendation in the Schedule 14D-9, within ten (10) Business Days of receipt of a written request by Parent following a Competing Proposal becoming publicly known (any action set forth in the foregoing clauses (i) through (iii), a “Change of Company Recommendation”), (iv) if a tender offer or exchange offer for Shares that constitutes a Competing Proposal is commenced, fail to recommend against acceptance of such tender offer or exchange offer by the stockholders of the Company (including for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange offer by the stockholders of the Company, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten Business Days after commencement thereof pursuant to Rule 14d-2 under the Exchange Act, (v) allow the Company or any of the Company Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement with respect to any Competing Proposal (other than an Acceptable Confidentiality Agreement) or requiring the Company to abandon, terminate or fail to consummate the Transactions or (vi) approve any person becoming an “interested stockholder” under Section 203 of the DGCL. (d) Notwithstanding Section 5.03(c) but subject (as applicable) anything to the rest of Section 5.03contrary contained in this Agreement, at any time prior to the Acceptance Time, the Company’s board of directors Company Board may make a Change of Company Recommendation in response to connection with a Competing Proposal or terminate concurrent termination of this Agreement pursuant to and in accordance with Section 7.01(f) in order to enter into a definitive written acquisition agreement with respect to a Superior Proposal if and only if: (i) (A) a Competing Proposal (that did not result from a material breach of Section 5.03(a) (other than breaches of the timing requirements in Section 5.03(a) that are immaterial in nature and effect)5.03) is made to the Company by a third person and such Competing Proposal is not withdrawn and (B) the Company’s board of directors Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Competing Proposal constitutes a Superior Proposal and that failing to effect a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware LawProposal; (ii) the Company provided provides Parent prior written notice of the Company’s intention to make a Change of Company Recommendation or terminate this Agreement pursuant to and in accordance with Section 7.01(f) (a “Notice of Change of Recommendation”), which notice shall include the material terms and conditions of such Superior Proposal, including copies of the definitive agreements and financing commitments relating to the Superior Proposal in the form to be entered into, and identify the person or group making such Superior Proposal (it being agreed that neither the delivery of the Notice of Change of Recommendation by the Company shall notnor the public announcement that the Company Board is considering making a Change of Company Recommendation under applicable Law shall, in and of itself, constitute a Change of Company Recommendation); (iii) the Company has negotiated in good faith, and has directed any applicable Company Representatives to negotiate in good faith, faith with Parent with respect to any changes to the terms of this Agreement proposed by Parent for at least four five (45) Matching Period Business Days following receipt by Parent of such Notice of Change of Recommendation (it being understood and agreed that any amendment to any material term of such Superior Proposal shall require a new Notice of Change of Recommendation and an additional two period of three (23) Matching Period Business Day period Days from the date of such notice); and (iv) following the negotiation period contemplated by the foregoing clause (iii), taking into account any changes to the terms of this Agreement proposed by Parent to the Company during such four (4) Business Day period or two (2) Business Day period, as applicableCompany, the Company’s board of directors Company Board has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that (A) such Competing Proposal would continue to constitute a Superior Proposal if such changes proposed offered in writing by Parent were to be given effect and (B) failing to effect a Change of Company Recommendation would continue to reasonably be expected to be inconsistent with its fiduciary duties under Delaware Laweffect. (e) Notwithstanding Section 5.03(c) but subject (as applicable) anything to the rest of Section 5.03, other than contrary contained in connection with a Superior Proposal (which shall be subject to Section 5.03(d) and shall not be subject to this Section 5.03(e))Agreement, at any time prior to the Acceptance Time, the Company’s board of directors Company Board may make a Change of Company Recommendation in response to a material event, change or development (other than in connection with a Competing Proposal) the existence, magnitude or consequences of which were not known by the Company Board at or prior to the date hereof and which did not result from or arise out of the announcement or pendency of, or actions or omissions pursuant to, this Agreement (such event, change or development, an “Intervening Event Event”), if: (i) the Company provides Parent prior written notice of the Company’s board of directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, that, in light of such Intervening Event, failing intention to make a Change of Company Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under Delaware Law; (ii) the Company provides Parent a Notice of Change of Recommendation, which notice shall describe the circumstances relating to such Intervening Event (it being agreed that neither the delivery of the Notice of Change of Recommendation such notice by the Company shall notnor the public announcement that the Company Board is considering making a Change of Company Recommendation under applicable Law shall, in and of itself, constitute a Change of Company Recommendation); (iiiii) the Company has negotiated in good faith, and has directed any applicable Company Representatives to negotiate in good faith, faith with Parent with respect to any changes to the terms of this Agreement proposed by Parent for at least four five (45) Business Days days following receipt by Parent of such Notice of Change of Recommendationnotice; and (iviii) following the negotiation period contemplated by the foregoing clause (ii), taking into account any changes to the terms of this Agreement proposed by Parent to the Company during such four (4) Business Day periodCompany, the Company’s board of directors Company Board has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that failing the failure to make a Change of Company Recommendation in light of such Intervening Event would continue to reasonably be expected likely to be inconsistent with its fiduciary duties under Delaware applicable Law.; (f) Nothing contained in this Section 5.03 shall prohibit the Company’s board of directors Company Board from (i) disclosing to the stockholders shareholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders shareholders of the Company if the Company’s board of directors Company Board determines in good faith, after consultation with outside counsel, that the failure to make such disclosure would reasonably be likely to be inconsistent with its fiduciary duties to the stockholders shareholders of the Company (for the avoidance of doubt, it being agreed that the issuance by the Company or the Company’s board of directors Company Board of a “stop, look and listen” statement pending disclosure of its position, as contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or the announcement by the Company’s board of directors that it is in receipt of a Competing Proposal, shall not (in and of itself) constitute a Change of Company Recommendation); provided. (g) Prior to the termination of this Agreement, however, that the Company shall not take any action for the purpose of exempting any person other than Parent and Sub from the Company’s board application of directors may not effect a Change of Company Recommendation except as permitted by Section 5.03(d) or Section 5.03(e)any Takeover Statutes.