Common use of Actions by the Company Clause in Contracts

Actions by the Company. Neither the Board of Directors of the Company nor any committee thereof will (i) (A) withdraw or qualify (or modify in a manner adverse to Parent), or publicly propose to withdraw or qualify (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other Transactions, (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, or fail to reject, any Company Takeover Proposal, or (C) make any other public statement in connection with the Company Stockholders Meeting inconsistent with the Company Recommendation (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Company Takeover Proposal or requiring the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Agreement (an “Acquisition Agreement”) (other than a confidentiality agreement referred to in Section 5.2(a)). Notwithstanding the foregoing, prior to the Appointment Time, if the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that failure to do so could result in a breach of its fiduciary duties under applicable Law, the Board of Directors of the Company may, (i) terminate this Agreement pursuant to Section 8.1(d)(ii) and cause the Company to enter into an Acquisition Agreement with respect to a Superior Proposal (which was made after the date hereof and did not otherwise result from a breach of this Section 5.2) or (ii) in response to an Intervening Event or a Company Takeover Proposal that constitutes a Superior Proposal, make a Company Adverse Recommendation Change, if: (A) the Company provides written notice (a “Notice of Adverse Recommendation”) advising Parent that the Board of Directors of the Company intends to take such action and specifying the reasons therefor and including, as applicable, the most current version of any proposed agreement reflecting the terms and conditions of any Superior Proposal that is the basis of the proposed action by the Board of Directors (or a detailed summary of such terms and conditions if no agreement exists) (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal requires a new Notice of Adverse Recommendation) or a detailed description of the Intervening Event if the Company intends to make a Company Adverse Recommendation Change in response to an Intervening Event, (B) for a period of three Business Days following Parent’s receipt of a Notice of Adverse Recommendation the Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Transactions and not make such Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii), and (C) at the end of such three Business Day period, the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that the Company Takeover Proposal giving rise to the Notice of Adverse Recommendation constitutes a Superior Proposal or determines in good faith (after consultation with outside counsel) that failure to effect a Company Adverse Recommendation could result in a breach of its fiduciary duties under applicable Law in light of the Intervening Event giving rise to the Notice of Adverse Recommendation (after taking into account such adjustments to the terms and conditions of this Agreement proposed by Parent). No Company Adverse Recommendation Change will change the approval of the Board of Directors of the Company for purposes of causing any state takeover Law (including Section 203 of the DGCL) or other state Law to be inapplicable to the Merger and the other Transactions.

Actions by the Company. Neither the Board of Directors of the Company nor any committee thereof will shall (i) (A) withdraw or qualify (or modify in a manner adverse to Parent), or publicly propose to withdraw or qualify (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other Transactions, transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, or fail to reject, any Company Takeover Proposal, or (C) make any other public statement in connection with the Company Stockholders Meeting inconsistent with the Company Recommendation Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Company Takeover Proposal or requiring the Company (other than a confidentiality agreement, referred to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Agreement in Section 4.2(a)) (an “Acquisition Agreement”) (other than a confidentiality agreement referred to in Section 5.2(a)). Notwithstanding the foregoing, prior to in the Appointment Time, if event that the Board of Directors of the Company receives a Company Takeover Proposal that the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that failure to do so could result in a breach of its fiduciary duties under applicable Law, the Board of Directors of the Company may, (i) terminate this Agreement pursuant to Section 8.1(d)(ii) and cause the Company to enter into an Acquisition Agreement with respect to be a Superior Proposal, and which Company Takeover Proposal (which was made after the date hereof and did not otherwise result from a breach of this Section 5.24.2, the Board of Directors of the Company may, if and only to the extent that the Board of Directors of the Company determines in good faith (after consulting with outside legal counsel) or (ii) that it is required to do so in response order to an Intervening Event or a comply with its fiduciary duties to the stockholders of the Company Takeover Proposal that constitutes a Superior Proposalunder the DGCL, make a Company Adverse Recommendation Change, if: (A) if the Company provides written notice (a “Notice of Adverse Recommendation”) advising Parent that the Board of Directors of the Company intends to take such action and specifying the reasons therefor and includingtherefor, as applicable, the most current version of any proposed agreement reflecting including the terms and conditions of any Superior Proposal that is the basis of the proposed action by the Board of Directors (or a detailed summary of such terms and conditions if no agreement exists) (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal requires shall require a new Notice of Adverse Recommendation) or a detailed description of the Intervening Event if the Company intends to make a Company Adverse Recommendation Change in response to an Intervening Event, (B) for a period of three Business Days following Parent’s receipt of a Notice of Adverse Recommendation the Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Transactions and not make such Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii), and (C) at the end of such three Business Day period, the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that the Company Takeover Proposal giving rise to the Notice of Adverse Recommendation constitutes a Superior Proposal or determines in good faith (after consultation with outside counsel) that failure to effect a Company Adverse Recommendation could result in a breach of its fiduciary duties under applicable Law in light of the Intervening Event giving rise to the Notice of Adverse Recommendation (after taking into account such adjustments to the terms and conditions of this Agreement proposed by Parent). No Company Adverse Recommendation Change will change the approval of the Board of Directors of the Company for purposes of causing any state takeover Law (including Section 203 of the DGCL) or other state Law to be inapplicable to the Merger and the other Transactions.

Actions by the Company. Neither the Board of Directors of the Company nor any committee thereof will shall (i) (A) withdraw or qualify (or modify in a manner adverse to Parent), or publicly propose to withdraw or qualify (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other Transactions, transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, or fail to reject, any Company Takeover Proposal, or (C) make any other public statement in connection with the Company Stockholders Meeting inconsistent with the Company Recommendation Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”"COMPANY ADVERSE RECOMMENDATION CHANGE") or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Company Takeover Proposal or requiring the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Agreement (an “Acquisition Agreement”) (other than a confidentiality agreement referred to in Section 5.2(a4.2(a)) (an "ACQUISITION AGREEMENT"). Notwithstanding the foregoing, prior to the Appointment Time, Board of Directors of the Company may make a Company Adverse Recommendation Change if the Board of Directors of the Company determines in its good faith (judgment consistent with its fiduciary duties to the stockholders of the Company under the DGCL after consultation consulting with outside legal counsel and a financial advisor of nationally recognized reputation) that failure it is required to do so could result in a breach of order to comply with its fiduciary duties under applicable Law, the Board of Directors of the Company may, (i) terminate this Agreement pursuant to Section 8.1(d)(ii) and cause the Company to enter into an Acquisition Agreement with respect to a Superior Proposal (which was made after the date hereof and did not otherwise result from a breach of this Section 5.2) or (ii) in response to an Intervening Event or a Company Takeover Proposal that constitutes a Superior Proposal, make a Company Adverse Recommendation Change, if: (A) the Company provides written notice (a “Notice of Adverse Recommendation”) advising Parent that the Board of Directors of the Company intends to take such action and specifying the reasons therefor and including, as applicable, the most current version of any proposed agreement reflecting the terms and conditions of any Superior Proposal that is the basis of the proposed action by the Board of Directors (or a detailed summary of such terms and conditions if no agreement exists) (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal requires a new Notice of Adverse Recommendation) or a detailed description of the Intervening Event if the Company intends to make a duties. Any Company Adverse Recommendation Change in response to an Intervening Event, (B) for a period of three Business Days following Parent’s receipt of a Notice of Adverse Recommendation the Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Transactions and shall not make such Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii), and (C) at the end of such three Business Day period, the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that the Company Takeover Proposal giving rise to the Notice of Adverse Recommendation constitutes a Superior Proposal or determines in good faith (after consultation with outside counsel) that failure to effect a Company Adverse Recommendation could result in a breach of its fiduciary duties under applicable Law in light of the Intervening Event giving rise to the Notice of Adverse Recommendation (after taking into account such adjustments to the terms and conditions of this Agreement proposed by Parent). No Company Adverse Recommendation Change will change the approval of the Board of Directors of the Company for purposes of causing any state takeover Law (including Section 203 antitakeover provision in the Company's Certificate of the DGCL) Incorporation or Bylaws or any Takeover Statute or other state Law to be inapplicable to the transactions contemplated hereby, including the Merger and or otherwise affect any other obligation of the Company under this Agreement. The Company shall not submit to the vote of its shareholders any Company Takeover Proposal other Transactionsthan the Merger prior to the termination of this Agreement.

Actions by the Company. Neither the Board of Directors of the Company nor any committee thereof will shall (i) (A) withdraw or qualify (or modify in a manner adverse to Parent), or publicly propose to withdraw or qualify (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other Transactions, transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, or fail to reject, any Company Takeover Proposal, or (C) make any other public statement in connection with the Company Stockholders Meeting inconsistent with the Company Recommendation Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Company Takeover Proposal or requiring the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Agreement (an “Acquisition Agreement”) (other than a confidentiality agreement referred to in Section 5.2(a4.2(a)) (an “Acquisition Agreement”). Notwithstanding the foregoing, prior to the Appointment Time, Board of Directors of the Company may make a Company Adverse Recommendation Change if the Board of Directors of the Company determines in its good faith (judgment consistent with its fiduciary duties to the stockholders of the Company under the DGCL after consultation consulting with outside legal counsel and a financial advisor of nationally recognized reputation) that failure it is required to do so could result in a breach of order to comply with its fiduciary duties under applicable Law, the Board of Directors of the Company may, (i) terminate this Agreement pursuant to Section 8.1(d)(ii) and cause the Company to enter into an Acquisition Agreement with respect to a Superior Proposal (which was made after the date hereof and did not otherwise result from a breach of this Section 5.2) or (ii) in response to an Intervening Event or a Company Takeover Proposal that constitutes a Superior Proposal, make a Company Adverse Recommendation Change, if: (A) the Company provides written notice (a “Notice of Adverse Recommendation”) advising Parent that the Board of Directors of the Company intends to take such action and specifying the reasons therefor and including, as applicable, the most current version of any proposed agreement reflecting the terms and conditions of any Superior Proposal that is the basis of the proposed action by the Board of Directors (or a detailed summary of such terms and conditions if no agreement exists) (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal requires a new Notice of Adverse Recommendation) or a detailed description of the Intervening Event if the Company intends to make a duties. Any Company Adverse Recommendation Change in response to an Intervening Event, (B) for a period of three Business Days following Parent’s receipt of a Notice of Adverse Recommendation the Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Transactions and shall not make such Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii), and (C) at the end of such three Business Day period, the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that the Company Takeover Proposal giving rise to the Notice of Adverse Recommendation constitutes a Superior Proposal or determines in good faith (after consultation with outside counsel) that failure to effect a Company Adverse Recommendation could result in a breach of its fiduciary duties under applicable Law in light of the Intervening Event giving rise to the Notice of Adverse Recommendation (after taking into account such adjustments to the terms and conditions of this Agreement proposed by Parent). No Company Adverse Recommendation Change will change the approval of the Board of Directors of the Company for purposes of causing any state takeover Law (including Section 203 antitakeover provision in the Company’s Certificate of the DGCL) Incorporation or Bylaws or any Takeover Statute or other state Law to be inapplicable to the transactions contemplated hereby, including the Merger and or otherwise affect any other obligation of the Company under this Agreement. The Company shall not submit to the vote of its shareholders any Company Takeover Proposal other Transactionsthan the Merger prior to the termination of this Agreement.

Actions by the Company. Neither the Board of Directors of the Company nor any committee thereof will shall (i) (A) withdraw or qualify (or modify in a manner adverse to Parent), or publicly propose to withdraw or qualify (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other Transactions, Transactions or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, or fail to reject, any Company Takeover Proposal, or (C) make any other public statement in connection with the Company Stockholders Meeting inconsistent with the Company Recommendation Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve or recommend, or propose publicly to approve or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Company Takeover Proposal or requiring the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Agreement (an “Acquisition Agreement”) (other than a confidentiality agreement referred to in Section 5.2(a4.2(a)) (an “Acquisition Agreement”). Notwithstanding the foregoing, if, prior to obtaining the Appointment TimeCompany Stockholder Approval, if the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that failure to do so could result in would be reasonably likely to be a breach of its fiduciary duties to the stockholders of the Company under applicable Delaware Law, the Board of Directors of the Company may, may (iA) terminate this Agreement pursuant to Section 8.1(d)(ii7.1(d)(ii) and cause the Company to enter into an Acquisition Agreement with respect to a Superior Proposal (which was made after the date hereof and did not otherwise result from a breach of this Section 5.24.2 (other than from an immaterial breach of this Section 4.2, the effect of which is not material)) or (iiB) in response to an Intervening Event or a Company Takeover Proposal that constitutes a Superior Proposal, make a Company Adverse Recommendation Change, if: , in either case of (A) or (B): (x) the Company provides written notice (a “Notice of Adverse Recommendation”) advising Parent that the Board of Directors of the Company intends to take such action and specifying the reasons therefor and therefor, including, as if applicable, the most current version of any proposed agreement reflecting the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Board of Directors (or a detailed summary of such terms and conditions if no agreement exists) (it being understood and agreed that any amendment to the financial terms amount of consideration or any other material term of such Superior Proposal requires shall require a new Notice of Adverse Recommendation); (y) or a detailed description of during the Intervening Event if the Company intends to make a Company Adverse Recommendation Change in response to an Intervening Event, (B) for a period of three Business Days following Parent’s receipt of a Notice of Adverse Recommendation Parent Review Period the Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Transactions Merger and not make such Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii), Change; and (Cz) if applicable, at the end of such three Business Day periodParent Review Period, the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) continues to believe that the Company Takeover Proposal giving rise to the Notice of Adverse Recommendation Proposal, if any, constitutes a Superior Proposal or determines in good faith (after consultation with outside counsel) that failure to effect a Company Adverse Recommendation could result in a breach of its fiduciary duties under applicable Law in light of the Intervening Event giving rise to the Notice of Adverse Recommendation (after taking into account such adjustments to the terms and conditions of this Agreement proposed by ParentAgreement). No Company Adverse Recommendation Change will shall change the a prior approval of the Board of Directors of the Company for purposes of causing that caused any state takeover Law (including Section 203 of the DGCL) or other state Law to be inapplicable to the Merger and the other Transactionstransactions contemplated by this Agreement.

Actions by the Company. Neither the Board of Directors of the Company nor any committee thereof will shall (i) (A) withdraw or qualify (or modify in a manner adverse to Parent), or publicly propose to withdraw or qualify (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other Transactions, transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, or fail to reject, any Company Takeover Proposal, or (C) make any other public statement in connection with the Company Stockholders Meeting inconsistent with the Company Recommendation Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”"COMPANY ADVERSE RECOMMENDATION CHANGE") or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Company Takeover Proposal or requiring the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Agreement (an “Acquisition Agreement”) (other than a confidentiality agreement agreement, referred to in Section 5.2(a4.2(a)) (an "ACQUISITION AGREEMENT"). Notwithstanding the foregoing, prior to in the Appointment Time, if event that the Board of Directors of the Company receives a Company Takeover Proposal that the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that failure to do so could result in a breach of its fiduciary duties under applicable Law, the Board of Directors of the Company may, (i) terminate this Agreement pursuant to Section 8.1(d)(ii) and cause the Company to enter into an Acquisition Agreement with respect to be a Superior Proposal, and which Company Takeover Proposal (which was made after the date hereof and did not otherwise result from a breach of this Section 5.24.2, the Board of Directors of the Company may, if and only to the extent that the Board of Directors of the Company determines in good faith (after consulting with outside legal counsel) or (ii) that it is required to do so in response order to an Intervening Event or a comply with its fiduciary duties to the stockholders of the Company Takeover Proposal that constitutes a Superior Proposalunder the DGCL, make a Company Adverse Recommendation Change, if: (A) if the Company provides written notice (a “Notice of Adverse Recommendation”"NOTICE OF ADVERSE RECOMMENDATION") advising Parent that the Board of Directors of the Company intends to take such action and specifying the reasons therefor and includingtherefor, as applicable, the most current version of any proposed agreement reflecting including the terms and conditions of any Superior Proposal that is the basis of the proposed action by the Board of Directors (or a detailed summary of such terms and conditions if no agreement exists) (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal requires shall require a new Notice of Adverse Recommendation) or a detailed description of the Intervening Event if the Company intends to make a Company Adverse Recommendation Change in response to an Intervening Event, (B) for a period of three Business Days following Parent’s receipt of a Notice of Adverse Recommendation the Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Transactions and not make such Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii), and (C) at the end of such three Business Day period, the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that the Company Takeover Proposal giving rise to the Notice of Adverse Recommendation constitutes a Superior Proposal or determines in good faith (after consultation with outside counsel) that failure to effect a Company Adverse Recommendation could result in a breach of its fiduciary duties under applicable Law in light of the Intervening Event giving rise to the Notice of Adverse Recommendation (after taking into account such adjustments to the terms and conditions of this Agreement proposed by Parent). No Company Adverse Recommendation Change will change the approval of the Board of Directors of the Company for purposes of causing any state takeover Law (including Section 203 of the DGCL) or other state Law to be inapplicable to the Merger and the other Transactions.

Actions by the Company. Neither the Board of Directors of the Company nor any committee thereof will shall (i) (A) withdraw or qualify (or modify in a manner adverse to Parent), or publicly propose to withdraw or qualify (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other Transactions, Transactions or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, or fail to reject, any Company Takeover Proposal, or (C) make any other public statement in connection with the Company Stockholders Meeting inconsistent with the Company Recommendation Proposal (any action described in this clause (i) being referred to as a “"Company Adverse Recommendation Change”") or (ii) approve or recommend, or propose publicly to approve or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Company Takeover Proposal or requiring the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Agreement (an “Acquisition Agreement”) (other than a confidentiality agreement referred to in Section 5.2(a4.2(a)) (an "Acquisition Agreement"). Notwithstanding the foregoing, if, prior to obtaining the Appointment TimeCompany Stockholder Approval, if the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that failure to do so could result in would be reasonably likely to be a breach of its fiduciary duties to the stockholders of the Company under applicable Delaware Law, the Board of Directors of the Company may, may (iA) terminate this Agreement pursuant to Section 8.1(d)(ii7.1(d)(ii) and cause the Company to enter into an Acquisition Agreement with respect to a Superior Proposal (which was made after the date hereof and did not otherwise result from a breach of this Section 5.24.2 (other than from an immaterial breach of this Section 4.2, the effect of which is not material)) or (iiB) in response to an Intervening Event or a Company Takeover Proposal that constitutes a Superior Proposal, make a Company Adverse Recommendation Change, if: , in either case of (A) or (B): (x) the Company provides written notice (a “"Notice of Adverse Recommendation”") advising Parent that the Board of Directors of the Company intends to take such action and specifying the reasons therefor and therefor, including, as if applicable, the most current version of any proposed agreement reflecting the material terms and conditions of any Superior Proposal that is the basis of the proposed action by the Board of Directors (or a detailed summary of such terms and conditions if no agreement exists) (it being understood and agreed that any amendment to the financial terms amount of consideration or any other material term of such Superior Proposal requires shall require a new Notice of Adverse Recommendation); (y) or a detailed description of during the Intervening Event if the Company intends to make a Company Adverse Recommendation Change in response to an Intervening Event, (B) for a period of three Business Days following Parent’s receipt of a Notice of Adverse Recommendation Parent Review Period the Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Transactions Merger and not make such Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii), Change; and (Cz) if applicable, at the end of such three Business Day periodParent Review Period, the Board of Directors of the Company determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) continues to believe that the Company Takeover Proposal giving rise to the Notice of Adverse Recommendation Proposal, if any, constitutes a Superior Proposal or determines in good faith (after consultation with outside counsel) that failure to effect a Company Adverse Recommendation could result in a breach of its fiduciary duties under applicable Law in light of the Intervening Event giving rise to the Notice of Adverse Recommendation (after taking into account such adjustments to the terms and conditions of this Agreement proposed by ParentAgreement). No Company Adverse Recommendation Change will shall change the a prior approval of the Board of Directors of the Company for purposes of causing that caused any state takeover Law (including Section 203 of the DGCL) or other state Law to be inapplicable to the Merger and the other Transactionstransactions contemplated by this Agreement.

Actions by the Company. Neither the Board of Directors of the Company nor any committee thereof will shall (i) (A) withdraw (or qualify (or modify in a manner adverse to Parent), or publicly propose to withdraw (or qualify (or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such the Board of Directors or any such committee thereof of this Agreement, the Merger Agreement or the transactions contemplated by this Agreement (it being understood and agreed that failing to recommend against or taking a neutral position or no position with respect to acceptance of a tender offer or exchange offer, or a publicly disclosed merger or other Transactionsbusiness combination proposal, constituting a Company Takeover Proposal within ten (10) Business Days after commencement of such offer, or receipt of such proposal, shall be considered an adverse modification), (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, or fail to reject, any Company Takeover Proposal, Proposal or (C) make any other public statement in connection with the Company Stockholders Meeting inconsistent with fail to include the Company Recommendation in the Proxy Statement (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve or recommend, or propose publicly to approve or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would could reasonably be expected to lead toresult in, any Company Takeover Proposal or requiring the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Agreement (an “Acquisition Agreement”) (other than a confidentiality agreement referred to in Section 5.2(a4.2(a)) (an “Acquisition Agreement”). Notwithstanding anything in this Agreement to the foregoingcontrary, if, prior to obtaining the Appointment TimeCompany Shareholder Approval, if the Board of Directors of the Company determines in good faith (after consultation consulting with outside counsel and a financial advisor of nationally recognized reputationcounsel) that the failure to do so could result in a breach of would be inconsistent with its fiduciary duties under applicable Law, the Board of Directors of it may, prior to obtaining the Company mayShareholder Approval, (iA) cause the Company to terminate this Agreement pursuant to Section 8.1(d)(ii7.1(d)(ii) and cause the Company to enter into an Acquisition Agreement with respect to a Superior Proposal (which was made after the date hereof and did not otherwise result from a breach of this Section 5.2) or (iiB) in response to an Intervening Event or a Company Takeover Proposal that constitutes a Superior Proposal, make a Company Adverse Recommendation Change, but in the case of (A) or (B) only if: (Ai) the Company is not in breach in any material respect of its obligations pursuant to this Section 4.2, (ii) the Company provides written notice to Parent (a “Notice of Adverse Recommendation”) advising Parent that the Board of Directors of the Company intends to take such action and specifying the reasons therefor and therefor, including, as if applicable, the most current version of any proposed agreement reflecting the terms and conditions of any Superior Proposal, the identity of the party making the Superior Proposal and copies of any written proposal and all correspondence received from the third party relating to such Superior Proposal that is are the basis of the proposed action by the Board of Directors Directors; (ii) for a period of three (3) Business Days following Parent’s receipt of a Notice of Adverse Recommendation (or two (2) Business Days after receipt of a detailed summary new Notice of such terms and conditions if no agreement exists) (Adverse Recommendation; it being understood and agreed that any amendment to the financial terms or any other material term terms of such Superior Proposal requires shall be considered a new Notice of Adverse Recommendation) or a detailed description of the Intervening Event if the Company intends to make a Company Adverse Recommendation Change in response to an Intervening Event), (B) for a period of three Business Days following Parent’s receipt of a Notice of Adverse Recommendation the Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Transactions Merger and not make such Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii(it being understood that such negotiation need not be exclusive), ; and (Ciii) if applicable, at the end of such three (3) Business Day (or two (2) Business Day) period, the Board of Directors of the Company determines continues to believe in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) that the Company Takeover Proposal giving rise to the Notice of Adverse Recommendation constitutes a Superior Proposal or determines in good faith (after consultation with outside counsel) that failure to effect a Company Adverse Recommendation could result in a breach of its fiduciary duties under applicable Law in light of the Intervening Event giving rise to the Notice of Adverse Recommendation (after taking into account such adjustments any amendments to this Agreement that Parent shall have agreed to make prior to the terms and conditions end of this Agreement proposed by Parentsuch period). No Company Adverse Recommendation Change will change the approval of the Board of Directors of the Company for purposes of causing any state takeover Law (including Section 203 of the DGCL) or other state Law to be inapplicable to the Merger and the other Transactions.

Actions by the Company. Neither the Board of Directors of the Company nor any committee thereof will shall (i) (A) withdraw or qualify (or modify or amend in a manner adverse to ParentParent or Merger Sub), or publicly propose to withdraw or qualify (or modify or amend in a manner adverse to ParentParent or Merger Sub), the approval, approval recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other Transactionstransactions contemplated by this Agreement (the "Company Recommendation") or take any action or make any statement, filing or release, in connection with the Stockholder Meeting or otherwise, inconsistent with the Company Recommendation, or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, or fail to reject, any Company Takeover Proposal, or (C) make any other public statement in connection with the Company Stockholders Meeting inconsistent with the Company Recommendation Proposal (any action described in this clause (i) being referred to as a “Company an "Adverse Recommendation Change”") or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Company Takeover Proposal or requiring the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Agreement (an “Acquisition Agreement”) (other than a confidentiality agreement referred to in Section 5.2(a)). Notwithstanding the foregoing, if, prior to the Appointment TimeStockholder Approval, if in response to receipt of an unsolicited bona fide written Takeover Proposal, (A) the Board of Directors of the Company determines shall have determined in good faith (faith, after consultation with outside counsel and a financial advisor of the Company Financial Advisor or another nationally recognized reputationinvestment banking firm, that (i) that failure such proposal is a Superior Proposal, and (ii) making an Adverse Recommendation Change is necessary for the Board of Directors to do so could result in a breach of comply with its fiduciary duties under applicable Law, the Board of Directors of the Company may, (i) terminate this Agreement pursuant to Section 8.1(d)(ii) and cause the Company to enter into an Acquisition Agreement with respect to a Superior Proposal (which was made after the date hereof and did not otherwise result from a breach of this Section 5.2) or (ii) in response to an Intervening Event or a Company Takeover Proposal that constitutes a Superior Proposal, make a Company Adverse Recommendation Change, if: (AB) the Company provides to Parent a written notice (a “"Notice of Adverse Recommendation”Superior Proposal") (i) advising Parent that the Board of Directors of the Company intends to take such action and has received a Superior Proposal, (ii) specifying in reasonable detail the reasons therefor and including, as applicable, the most current version of any proposed agreement reflecting the material terms and conditions of any such Superior Proposal Proposal, including the amount per Share that is the basis stockholders of the proposed action by Company will receive (valuing any non-cash consideration at what the Board of Directors (of the Company determines in its reasonable good faith judgment, after consultation with its independent financial advisers, to be the fair value of the non-cash consideration) and including a copy of all written materials provided to or a detailed summary of such terms and conditions if no agreement exists) (it being understood and agreed that any amendment to by the financial terms or any other material term of Company in connection with such Superior Proposal requires a new Notice of Adverse Recommendationand (iii) or a detailed description of identifying the Intervening Event if person making such Superior Proposal, (C) the Company intends to make a Company Adverse Recommendation Change in response to an Intervening Event, (B) for a period of three Business Days following Parent’s receipt of a Notice of Adverse Recommendation the Company cooperates and negotiates with Parent in good faith with Parent during the three Business Day period specified in the immediately succeeding clause (D) to make such adjustments to in the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Transactions and not make such Company Recommendation without an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii)Change, and (CD) at the end of such Parent does not, within three Business Day periodDays of Parent's receipt of the Notice of Superior Proposal, make an offer that the Board of Directors of the Company determines in its reasonable good faith judgment (after consultation with outside counsel and a financial advisor adviser of nationally recognized reputation) that to be as favorable to the stockholders of the Company Takeover Proposal giving rise to the Notice of Adverse Recommendation constitutes a as such Superior Proposal or determines in good faith (after consultation with outside counsel) that failure to effect a Company Adverse Recommendation could result in a breach of its fiduciary duties under applicable Law in light of the Intervening Event giving rise to the Notice of Adverse Recommendation (after taking into account such adjustments to the terms and conditions of this Agreement proposed by Parent). No Company Adverse Recommendation Change will change the approval of Proposal, then the Board of Directors of the Company for purposes of causing any state takeover Law (including Section 203 of the DGCL) or other state Law to be inapplicable to the Merger and the other Transactionsmay make an Adverse Recommendation Change.

Actions by the Company. Neither the Board of Directors of the Company nor any committee thereof will shall (i) (A) withdraw or qualify (or modify in a manner adverse to Parent), or publicly propose to withdraw or qualify (or modify in a manner adverse to Parent), the approval, approval recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other Transactions, transactions contemplated by this Agreement or (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, or fail to reject, any Company Takeover Proposal, or (C) make any other public statement in connection with the Company Stockholders Meeting inconsistent with the Company Recommendation Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”"COMPANY ADVERSE RECOMMENDATION CHANGE") or (ii) approve or recommend, or propose to approve or recommend, or allow the Company or any of the Company Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or would reasonably be expected to lead to, any Company Takeover Proposal or requiring the Company to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the Merger or any of the other Transactions, or requiring the Company to fail to comply with this Agreement (an “Acquisition Agreement”) (other than a confidentiality agreement referred to in Section 5.2(a4.2(a)). Notwithstanding the foregoing, if, prior to obtaining the Appointment TimeCompany Stockholder Approval, if (v) the Company receives a Company Takeover Proposal, (w) the Board of Directors of the Company determines shall have determined in good faith (faith, after consultation with outside counsel and a financial advisor of nationally recognized reputation) counsel, that failure to do so could result in a breach it is necessary for the proper discharge of its fiduciary duties under applicable Law, the Board of Directors of the Company may, (i) terminate this Agreement pursuant to Section 8.1(d)(ii) and cause the Company to enter into an Acquisition Agreement with respect to a Superior Proposal (which was made after the date hereof and did not otherwise result from a breach of this Section 5.2) or (ii) in response to an Intervening Event or a Company Takeover Proposal that constitutes a Superior Proposal, make a Company Adverse Recommendation Change, if: (Ax) the Company provides written notice (a “Notice of Adverse Recommendation”"NOTICE OF ADVERSE RECOMMENDATION") advising Parent that the Board of Directors of the Company intends to take such action and specifying has made the reasons therefor and including, as applicable, the most current version of any proposed agreement reflecting the terms and conditions of any Superior Proposal that is the basis of the proposed action by the Board of Directors determination described in clause (or a detailed summary of such terms and conditions if no agreement existsw) (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal requires a new Notice of Adverse Recommendation) or a detailed description of the Intervening Event if the Company intends to make a Company Adverse Recommendation Change in response to an Intervening Eventabove, (By) for a period of three calendar days (at least one of which shall be a Business Days Day) following Parent’s 's receipt of a Notice of Adverse Recommendation Recommendation, the Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with its recommendation of this Agreement and the Transactions Merger and not make such Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(d)(ii), and (Cz) at the end of such three Business Day period, three-day period the Board of Directors of the Company determines maintains its determination described in good faith clause (after consultation with outside counsel and a financial advisor of nationally recognized reputationw) that the Company Takeover Proposal giving rise to the Notice of Adverse Recommendation constitutes a Superior Proposal or determines in good faith (after consultation with outside counsel) that failure to effect a Company Adverse Recommendation could result in a breach of its fiduciary duties under applicable Law in light of the Intervening Event giving rise to the Notice of Adverse Recommendation above (after taking into account such proposed adjustments to the terms and conditions of this Agreement), then the Board of Directors of the Company may (A) make a Company Adverse Recommendation Change and/or (B) upon termination of this Agreement proposed by Parentin accordance with Section 7.1(d)(ii) and concurrent payment of the Termination Fee in accordance with Section 7.3(b), approve and enter into an agreement relating to a Company Takeover Proposal that constitutes a Superior Proposal. No Company Adverse Recommendation Change will shall change the approval of the Board of Directors of the Company for purposes of causing Article 12 of the Company's Amended and Restated Certificate of Incorporation, any state takeover Law (including Section 203 of the DGCL) or other state Law to be inapplicable to the Merger and the other Transactionstransactions contemplated by this Agreement.