Common use of Change of Recommendation Clause in Contracts

Change of Recommendation. Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

Change of Recommendation. (i) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the time, but not after, the Company Stockholder ApprovalRequisite Vote is obtained, if an Acquisition Proposal that did not otherwise result from a material breach of Section 6.1 is received by the Company, and the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel and its financial advisor(s) that such Acquisition Proposal would constitute a Superior Proposal, the Board of Directors of the Company may, if the Board of Directors of the Company has determined in good faith after consultation with its financial advisor(s) and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the directors’ duties under applicable Law, (x) effect a Change of Recommendation and/or (y) terminate this Agreement pursuant to Section 8.1(d)(ii) in order to enter into a definitive written agreement providing for such Superior Proposal; provided, however, that the Company pays to Parent any Company Termination Payment required to be paid pursuant to Section 8.2(b)(i) at or prior to the time of such termination (it being agreed that such termination shall not be effective unless such fee is so paid); provided further, that, (A) the Company will not be entitled to make a Change of Recommendation or terminate this Agreement in accordance with Section 8.1(d)(ii) unless (i) the Company delivers to Parent a written notice (such notice, a “Company Notice”) advising Parent that the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors intends to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of containing the material terms and conditions of the Alternative Transaction Superior Proposal that is the basis of the proposed action of the Board of Directors of the Company (including the identity of the party making such Superior Proposal and other information requested to be provided a written summary of any additional material terms and conditions communicated orally), and shall include with respect thereto pursuant to this Section 5.4, including such notice unredacted copies of the information required to be provided pursuant to Section 5.4(bproposed transaction agreement (if any) and copies of any other documents evidencing or specifying the terms and conditions of such Acquisition Proposal, and (cii) at or after 5:00 p.m., New York City time, on the fourth Business Day immediately following the day on which the Company delivered the Company Notice (such period from the time the Company Notice is provided until 5:00 p.m. New York City time on the fourth (4th) Business Day immediately following the day on which the Company delivered the Company Notice, the “Notice Period”), (B) after giving such Company Notice and prior to taking any action described in clauses (x) or (y) above, the Company shall have given negotiate in good faith with Parent and Merger Sub three (3) Business Days (to the “Notice Period”) after delivery of each extent requested by Parent), to make such notice to propose revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal and (or make another proposalC) and, during at the end of the Notice Period, prior to and as a condition to taking any action described in clauses (x) or (y) above, the Board of Directors of the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent take into account in good faith (any changes to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases proposed in writing by Parent in response to constitute (the Company Notice and any other information offered by Parent in response to the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessaryCompany Notice, and (C) the Company’s Board of Directors shall have determined in good faith, faith after considering the results of such negotiations consultation with its outside legal counsel and giving effect to the proposals made by Parent and Merger Sub, if any, its financial advisor(s) that such Alternative Transaction Proposal, if applicable, Acquisition Proposal continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicablesuch changes offered in writing by Parent (if any) were to be given effect. Any revision, amendment, update or supplement to the consideration or any other material terms of any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 6.1(d) and the Company’s Board of Directors this Section 6.1(c)(i) and require a new Company Notice, except that references in its good faith judgment determines this Section 6.1(c)(i) to “four (after consultation with its financial advisors and outside legal advisors4) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal Business Days” shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect be references to such new written notice except that the new Notice Period shall be “two (2) Business Days instead of three (3) Business Days Days” and such two (2) Business Day period shall expire at 5:00 p.m. on the second (2nd) Business Day immediately following the day on which such new Company Notice is delivered (it being understood and agreed that in no event shall any such additional two (2) Business Day Notice Period be deemed to shorten the event the Company’s Board of Directors does not make the determination referred to in clause initial four (C4) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(dBusiness Day Notice Period), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

Change of Recommendation. Notwithstanding anything in this Agreement to Neither the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company’s Board of Directors mayof the Company nor any committee thereof shall (i) effect a Change in the Company Recommendation or (ii) approve any letter of intent, if it concludes memorandum of understanding, merger agreement or other agreement relating to, or that may reasonably be expected to lead to, any Takeover Proposal. Notwithstanding the foregoing, the Board of Directors of the Company may effect a Change in the Company Recommendation; provided, that the Board of Directors of the Company determines in good faith (faith, after consultation with its financial advisors and outside legal advisors) counsel, that the failure to take such action do so would be reasonably likely to be inconsistent with its the fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of owed by the Company’s 's Board of Directors to take such action and the reasons therefor and shareholders of the Company under applicable Law; provided, further, that the Board of Directors of the Company may effect a Change in the Company Recommendation in response to a Superior Proposal only (i) after the Company provides to Parent a written notice (a "Notice of Superior Proposal") (x) advising Parent that the Board of Directors of the Company has received a Superior Proposal, (y) in specifying the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction such Superior Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) a copy thereof and (c)z) identifying the Person making such Superior Proposal, (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”ii) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent negotiating in good faith (to the extent with Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases as would enable the Company to constitute (proceed with the Company Recommendation without a Change in the judgment of Company Recommendation if and to the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, extent Parent elects to seek to make such adjustments in the terms and conditions of this Agreement so adjustments; provided, however, that Parent shall not be obliged to propose or agree to any such Adverse Recommendation Change is otherwise not necessaryadjustment, and (Ciii) if Parent does not, within the Company’s earlier of (A) five calendar days of Parent's receipt of the Notice of Superior Proposal or (B) three Business Days prior to the scheduled meeting of the shareholders of the Company called for the purpose of obtaining the Company Shareholder Approval, make an offer that the Board of Directors shall have determined of the Company determines in good faith, after considering the results of such negotiations and giving effect faith to be as favorable to the proposals made by Parent and Merger Sub, if any, that Company's shareholders as such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

Change of Recommendation. Except as expressly permitted by this Section 5.3(d), the Company Board shall not, nor shall any committee thereof, directly or indirectly, (i) (A) withdraw or qualify (or amend or modify in a manner adverse to Parent) or publicly propose to withdraw or qualify (or amend or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Company Board or committee thereof of this Agreement, or, subject to the right of the Company Board to make a Company Adverse Recommendation Change in accordance with this Section 5.3(d), fail to include the Company Board’s recommendation that the Company Stockholders approve the adoption of this Agreement in the Proxy Statement when disseminated to the Company Stockholders (and at all times thereafter prior to receipt of the Company Stockholder Approval), (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Alternative Company Transaction Proposal, (C) make any public recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or a “stop-look-and-listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, or fail to recommend against acceptance of such tender or exchange offer by the close of business on the 10th business day after the commencement of such tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act (it being understood and agreed that the Company Board (or any committee thereof) may take no position with respect to an Alternative Company Transaction Proposal that is a tender offer or exchange offer during the period referred to in this clause), (D) other than with respect to a tender offer or exchange offer, fail to publicly reaffirm its recommendation of this Agreement within five (5) Business Days after Parent so requests in writing if an Alternative Company Transaction Proposal or any material modification thereto shall have been made public or sent or given to the Company Stockholders (or any Person or Group shall have publicly announced an intention, whether or not conditional, to make an Alternative Company Transaction Proposal), it being understood that this clause (D) shall only apply to one (1) such request by Parent per such Alternative Company Transaction Proposal or material modification, as applicable, or (E) resolve, agree or publicly propose to do any of the foregoing (each action or failure to act described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve or recommend, or publicly propose to approve or recommend, or allow the Company or any of its 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, arrangement or understanding (A) constituting, or providing for, any Alternative Company Transaction Proposal or (B) requiring it (or that would require it) to abandon, terminate or fail to consummate the Merger. Notwithstanding anything to the contrary set forth in this Agreement to the contrarySection 5.3(d), at any time prior to obtaining the Company Stockholder Approval, the Company’s Company Board of Directors may, if it concludes subject to compliance with Section 5.3(e), solely in response to (1) a Company Intervening Event, make a Company Adverse Recommendation Change under subclause (A) or (to the extent related to subclause (A)) (E) of the definition thereof or (2) a Superior Company Proposal that did not result from a breach of Section 5.3(a), make a Company Adverse Recommendation Change, if, in either case, the Company Board determines in good faith (after consultation with its financial advisors and outside legal advisors) counsel and financial advisor, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

Change of Recommendation. Notwithstanding anything Neither the XXXX III Board nor any committee thereof shall (a) withhold, withdraw, modify or qualify (in this Agreement each case in a manner adverse to the contrary, at any time prior to obtaining the Company Stockholder ApprovalSponsors), the Company’s Recommendation or (b) fail to include the Recommendation in the Proxy Statement (any such action being referred to as a “Change of Recommendation”), unless (i) the XXXX III Board of Directors may, if it concludes or the Special Committee determines in good faith (faith, after consultation with its financial advisors advisor, and receipt of an opinion of outside legal advisors) counsel, that the failure to take such action do so would be inconsistent with its the directors’ fiduciary duties under applicable Law, make an Adverse Recommendation Change; (ii) the XXXX III Board shall have provided prior written notice to the Sponsors, at least three Business Days in advance of such Change of Recommendation, that the XXXX III Board or the Special Committee intends to effect a Change of Recommendation, which notice shall specify, in reasonable detail the basis for the Change of Recommendation, (iii) after providing such notice, and prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action Special Committee and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction ProposalXXXX III Board effecting such Change of Recommendation, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company XXXX III shall, and shall direct cause its financial advisors and outside legal advisors Representatives to, negotiate with Parent the Sponsors in good faith (to the extent Parent desires the Sponsors desire to negotiate) during such three Business Day period to make such any adjustments in to the terms and conditions of this Agreement so thatas would permit the Special Committee and the XXXX III Board not to effect a Change of Recommendation, and (iv) the Special Committee shall have considered in good faith any changes to this Agreement that may be offered in writing by the Sponsors before 5:00 P.M. Pacific time on the third Business Day of such three Business Day period in a manner that would form a binding contract if applicableaccepted by XXXX III, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directorsand shall have determined, after consultation with its financial advisors advisor and outside legal advisors)counsel, that failure of the XXXX III Board or the Special Committee to effect a Superior Proposal orChange of Recommendation would continue to be inconsistent with the directors’ fiduciary duties under applicable Law, even if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, such changes were to make such adjustments be given effect; provided that in the terms and conditions event of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form circumstances giving rise to the Change of consideration in such Superior Proposal Recommendation, XXXX III shall be deemed a material revision), the Company shall required to deliver a new written notice to Parent the Sponsors and shall to comply with the requirements of this Section 5.4(d) 8.9 with respect to such new written notice notice, except that in such case the new Notice Period three Business Day period referenced to above shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or changeDays.

Change of Recommendation. Neither the Company Board nor any committee thereof shall (i) fail to make, withdraw or modify in a manner adverse to Parent, or publicly propose to withdraw or modify in a manner adverse to Parent, the Company Board Recommendation, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Acquisition Proposal or (iii) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal (each of (i) and (iii), “Specified Conduct”). Notwithstanding anything in the provisions of Section 6.04(a) and the foregoing provisions of this Agreement to the contrarySection 6.04(g), at any time if, (x) prior to obtaining receipt of the Company Stockholder Approval, (A) the Company’s Company Board of Directors may, if it concludes shall have determined in good faith (faith, after consultation with its financial advisors and outside legal advisors) counsel, that compliance with the failure to take such action preceding sentence would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, Law (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c“Fiduciary Determination”), (B) the Company Board has notified Parent in writing of the determination described in clause (A), which notice shall have given specify in reasonable detail the material events giving rise thereto (a “Determination Notice”), and (C) at least five (5) business days following receipt by Parent of the Determination Notice, and Merger Sub three (3) Business Days (taking into account any revised proposal made by Parent since receipt of the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice PeriodDetermination Notice, the Company shallBoard maintains its Fiduciary Determination, and shall direct its financial advisors and outside legal advisors toprovided, negotiate with that, during such period after receipt by Parent of such notice, the Company has, if requested by Parent, negotiated in good faith (with, and caused the Company’s financial and legal advisors to the extent negotiate in good faith with, Parent desires to negotiate) attempt to make such adjustments in the terms and conditions of this Agreement so as would enable the Company to proceed with the Transactions, or (y) at any time the Company Board shall have made a Fiduciary Determination in connection with a Tender Offer Communication, then the Company Board may (1) engage in any of the Specified Conduct (a “Change of Recommendation”), it being understood that, if applicablefor the avoidance of doubt, such Alternative Transaction Proposal ceases to constitute neither the approval or delivery of a Determination Notice shall be deemed a Change of Recommendation, and/or (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions 2) upon termination of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, in accordance with Section 8.01(h) and (C) concurrent payment of the Company’s Board of Directors shall have determined Termination Fee in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation accordance with its financial advisors and outside legal advisors) that such revisions are material Section 8.03 (it being understood and agreed that any change in the purchase price or form such termination shall not be effective until payment of consideration in such Superior Proposal shall be deemed a material revisionTermination Fee), approve and enter into an agreement relating to a Superior Proposal. Nothing in this Section 6.04 shall permit the Company shall deliver a new written notice to Parent and shall comply with terminate this Agreement except as specifically provided in Article VIII or affect any other obligation of the requirements of Company under this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or changeAgreement.

Change of Recommendation. Notwithstanding anything in this Agreement In response to the contrary, at any time prior to obtaining the Company Stockholder Approvalreceipt of a Superior Offer, the Company’s Board of Directors mayof the Company may withhold, withdraw, amend or modify its recommendation in favor of the Merger, and, in the case of a Superior Offer that is a tender or exchange offer made directly to the shareholders of the Company, may recommend that the shareholders of the Company accept the tender or exchange offer and release the Person making the Superior Offer from any "standstill" obligation pursuant to agreements between such Person and the Company (any of the foregoing actions, whether by the Board of Directors of the Company or a committee thereof, a "Change of Recommendation"), if it concludes all of the following conditions in good faith clauses (after consultation i) through (v) are met: A Superior Offer with its financial advisors respect to the Company has been made and outside legal advisorshas not been withdrawn or matched by Parent; The Shareholders' Meeting has not occurred; The Company shall have (a) delivered to Parent written notice (a "Change of Recommendation Notice") at least two Business Days prior to publicly effecting such Change of Recommendation which shall state expressly (1) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation ChangeCompany has received a Superior Offer, (A2) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal Superior Offer and other information requested to be provided with respect thereto pursuant to this Section 5.4the identity of the Person or group making the Superior Offer, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days that the Company may effect a Change of Recommendation and the manner in which it may do so, (the “Notice Period”b) after delivery provided to Parent a copy of each such notice to propose revisions all written materials delivered to the terms of this Agreement (Person or make another proposal) and, during group making the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate Superior Offer in connection with Parent in good faith such Superior Offer (to the extent Parent desires not previously provided to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisorsParent), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (Cc) made available to Parent all materials and information made available to the Company’s Person or group making the Superior Offer in connection with such Superior Offer; and The Board of Directors shall have determined of the Company has concluded in good faith, after considering the results receipt of advice of its outside legal counsel, that, in light of such negotiations and giving effect to Superior Offer, the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during failure of the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation to effect a Change of Recommendation could reasonably be determined to be inconsistent with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in fiduciary obligations to the purchase price or form shareholders of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or changeunder applicable law.

Change of Recommendation. Notwithstanding anything The Company shall, and shall cause the Company Subsidiaries and its and their respective officers and directors to, and shall use its reasonable best efforts to cause its and the Company Subsidiaries’ other Representatives to, immediately cease any and all solicitation, encouragement, discussions, or negotiations with any persons (or provision of any information to any persons) with respect to any Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal. Promptly after the date hereof, the Company shall terminate access to any physical or electronic data rooms relating to such person’s consideration of an Acquisition Proposal. The Company shall enforce, and not waive, terminate, or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in this Agreement any confidentiality, standstill, or other agreement entered into prior to the contrarydate hereof with any person in connection with such person’s consideration of an Acquisition Proposal or any inquiry, at any time prior proposal, or offer that would reasonably be expected to obtaining lead to an Acquisition Proposal; provided, that, if the Company Stockholder Approval, Board of Directors determines in good faith after consultation with the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) counsel that the failure to take such action waive a particular standstill provision would be reasonably likely to be inconsistent with its the directors’ fiduciary duties under applicable Law, make the Company may, with prior written notice to Parent, waive such standstill solely to the extent necessary to permit the applicable Person (if it has not been solicited in violation of Section 6.6(a)(i) or (ii)) to make, on a confidential basis to the Company Board of Directors, an Adverse Recommendation Change; provided that Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent, in each case, as contemplated by this Section 6.6. Notwithstanding the limitations set forth in this Section 6.6(a), if the Company receives, prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent Shareholder Approval being obtained, a bona fide written Acquisition Proposal or an inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal that did not result from a breach of Section 6.6(a)(i) or (ii), which the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel and Merger Sub prompt written notice advising them financial advisors (i) constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and (ii) that failure to participate in negotiations with or provide information to the Person proposing such Acquisition Proposal would reasonably be expected to result in a breach of the fiduciary duties of the Company Board of Directors, the Company and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition Proposal, inquiry, proposal, or offer to (x) refer the decision of the Company’s Board of Directors inquiring, proposing or offering person to take such action and the reasons therefor and this Section 6.6, or (y) solely to clarify or ascertain facts regarding (and not to negotiate or engage in the event the decision relates to an Alternative Transaction Proposal, a summary of any discussions regarding or relating to) the material terms and conditions of such Acquisition Proposal, inquiry, proposal, or offer and the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) Person making it so that the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each may inform itself about such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Acquisition Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessaryinquiry, and (C) the Company’s Board of Directors shall have determined in good faithproposal, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, offer and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or changeperson making it.

Change of Recommendation. Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of acknowledge that (xa) the decision resolution of the Company’s Company Board of Directors to take such action and adopting the Company Recommendation was not unanimous, (b) the Proxy Statement will contain the reasons therefor that directors did not vote in favor of said resolution as of the date of its adoption and (yc) the foregoing in and of themselves shall not constitute a breach of Section 7.2 of this Agreement. Notwithstanding anything to the event contrary set forth in this Agreement, prior to the decision relates time, but not after, the Requisite Stockholder Vote is obtained, the Company Board, or any duly authorized committee thereof, may effect a Change of Recommendation in connection with or relating to an Alternative Transaction Proposal, a summary of Superior Proposal or authorize the material terms and conditions of the Alternative Transaction Proposal and other information requested Company to be provided with respect thereto pursuant to terminate this Section 5.4, including the information required to be provided Agreement pursuant to Section 5.4(b9.3(b) and if (c), but only if) (Bv) a bona fide Acquisition Proposal is received by the Company shall have given Parent or its Representatives after the execution and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) andwhich did not result from a breach of this Section 7.2 in any material respect and such Acquisition Proposal is not withdrawn and is reflected in a written definitive agreement that would be binding, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (subject to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of such written definitive agreement, on the applicable party if executed and delivered by the Company following termination of this Agreement so thatAgreement, if applicable(w) the Company Board, such Alternative Transaction Proposal ceases to constitute (or a duly authorized committee thereof, determines in the judgment of the Company’s Board of Directorsgood faith, after consultation with its financial advisors and outside legal advisors)counsel, that such Acquisition Proposal constitutes a Superior Proposal orand the Company Board, or committee thereof, after consultation with outside legal counsel, determines that the failure to effect a Change of Recommendation or authorize the Company to terminate this Agreement pursuant to Section 9.3(b) would be inconsistent with the directors’ duties under applicable Law, (x) the Company provides Parent with at least 96 hours written notice stating that the Company will effect a Change of Recommendation pursuant to this Section 7.2(b) or the Company Board will authorize the Company to terminate this Agreement pursuant to Section 9.3(b) at the expiration of such 96 hour period, which notice shall (A) provide the identity of the Person making the Superior Proposal and (B) attach the most current draft of any proposed definitive agreement and any ancillary documents with respect to such Superior Proposal; provided, however, that any change to the financial terms or any other material changes to the terms and conditions of such Superior Proposal shall require a new written notice to be delivered by the Company to Parent and the Company shall be required to comply again with the requirements of this paragraph of Section 7.2(b) (provided that references to the 96 hour period above shall be deemed to refer to a two Business Day period (provided, that, for purposes of this paragraph, if the Adverse Recommendation Change does not involve an Alternative Transaction ProposalCompany delivers written notice prior to 8:00 a.m. New York City time on a Business Day, such Business Day shall be included as one Business Day in such two Business Day period) in connection with the delivery of any such new notice), (y) during the period described in clause (x), the Company and its Representatives negotiate in good faith (to the extent that Parent desires to negotiate) to make such adjustments any revisions to the terms of this Agreement as would permit the Company Board or any duly authorized committee thereof not to effect a Change of Recommendation in connection with the Superior Proposal or authorize the Company to terminate this Agreement pursuant to Section 9.3(b), and (z) following the 96 hour period described in clause (x) (or two Business Day period, as applicable), the Company Board, or a committee thereof, again determines in good faith, after consultation with a financial advisor and outside legal counsel, and taking into account any adjustment or modification to the terms and conditions of this Agreement so that Parent has committed in writing prior to the expiration of such Adverse Recommendation Change is otherwise not necessary96 hour period (or two Business Day period, as applicable) and (C) that are reflected in a written definitive agreement that would be binding on Parent if executed and delivered by the Company’s Board of Directors shall have determined , that the Superior Proposal continues to (A) be reflected in good faitha written definitive agreement that would be binding, after considering subject to the results terms and conditions of such negotiations and giving effect to written definitive agreement, on the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to applicable Person making the Superior Proposal, if applicableexecuted and delivered by the Company and (B) constitute a Superior Proposal, and that the Company’s Board failure to effect a Change of Directors Recommendation or authorize the Company to terminate this Agreement pursuant to Section 9.3(b) with respect to such Superior Proposal would be inconsistent with the directors’ duties under applicable Law. Notwithstanding anything to the contrary set forth in its good faith judgment determines this Agreement, prior to the time, but not after, the Requisite Stockholder Vote is obtained, the Company Board, or any duly authorized committee thereof, may take the actions described in Section 7.2(b)(i) and Section 7.2(b)(iii), in response to an Intervening Event, if (but only if): (w) the Company Board, or duly authorized committee thereof determines, after consultation with its financial advisors and outside legal advisorscounsel, that the failure to effect a Change of Recommendation with respect to such development or change in circumstances would be inconsistent with the directors’ duties under applicable Law, (x) the Company provides Parent with at least 96 hours written notice stating that the Company will effect a Change of Recommendation pursuant to this Section 7.2(b) at the expiration of such revisions are material (it being understood 96 hour period, which notice shall describe in reasonable detail such Intervening Event; provided, however, that any subsequent development or change in the purchase price or form of consideration in such Superior Proposal circumstances shall be deemed a material revision), the Company shall deliver require a new written notice to be delivered by the Company to Parent and the Company shall be required to comply again with the requirements provisions of this Section 5.4(dparagraph (provided that references to the 96 hour period above shall be deemed to refer to a two Business Day period in connection with the delivery of any such notice (provided, that, for purposes of this paragraph, if the Company delivers written notice prior to 8:00 a.m. New York City time on a Business Day, such Business Day shall be included as one Business Day in such two Business Day period)), (y) during the period described in clause (x), the Company and its Representatives negotiate in good faith (to the extent that Parent desires to negotiate) any revisions to this Agreement as would permit the Company Board or any duly authorized committee thereof to determinate that the failure to effect a Change of Recommendation with respect to such new written notice except that Intervening Event would not be inconsistent with the new Notice Period shall be two (2) Business Days instead of three (3) Business Days directors’ duties under applicable Law, and (2z) in following the event the Company’s Board of Directors does not make the determination referred to 96 hour period described in clause (Cx) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d(or two Business Day period, as applicable), the procedures referred Company Board, or committee thereof, again determines, after consultation with outside legal counsel, and taking into account any adjustment or modification to the terms and conditions of this Agreement to which Parent has committed in clauses writing prior to the expiration of such 96 hour period (A)or two Business Day period, (Bas applicable) and (C) above shall apply anew that are reflected in a written definitive agreement that would be binding on Parent if executed and shall also apply delivered by the Company, that the failure to any subsequent withdrawal, amendment or changeeffect a Change of Recommendation with respect to such Intervening Event would be inconsistent with the directors’ duties under applicable Law.

Change of Recommendation. Notwithstanding anything to the contrary set forth in this Agreement to Agreement, the contraryCompany Board may, at any time prior to obtaining but not after the time the Requisite Company Vote is obtained, make a Change of Recommendation if (i) an Intervening Event has occurred or (ii) the Company Stockholder Approval, receives an Acquisition Proposal that the Company’s Company Board of Directors may, if it concludes has determined in good faith (constitutes a Superior Proposal, and the Company Board has determined in good faith after consultation consulting with its financial advisors advisor and outside legal advisors) counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that that, the Company Board may not take any such action unless (1) in the case of clause (ii) above, the receipt of such Acquisition Proposal was not the result of a material breach of this Section 6.2, (2) prior to any making such Adverse Recommendation ChangeChange of Recommendation, (A) the Company shall have given Parent and Merger Sub prompt provides prior written notice advising them to Parent at least five Business Days in advance (the “Change of (xRecommendation Notice Period”) the decision of the Company’s Board of Directors its intention to take such action and the reasons therefor and (y) action, which notice shall, in the event the decision relates to an Alternative Transaction case of a Superior Proposal, a summary of specify the material terms and conditions of the Alternative Transaction such Superior Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, (including the information required to be provided pursuant to Section 5.4(bidentity of the Person making such Superior Proposal) and (c)attach the most current unredacted version of any documents evidencing such Superior Proposal, (B) and any material modifications to any of the Company shall have given Parent and Merger Sub three foregoing, and, in the case of an Intervening Event, include a reasonably detailed description of such Intervening Event, (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Change of Recommendation Notice Period, Period the Company shall, and shall direct cause its financial advisors advisor and outside legal advisors counsel to, negotiate with Parent in good faith (to the extent should Parent desires to negotiate) propose to make such adjustments in amendments of the terms and conditions of this Agreement so such that, if applicablein the case of a Superior Proposal, such Alternative Transaction Acquisition Proposal ceases no longer constitutes a Superior Proposal and, in the case of an Intervening Event, the failure to constitute make such Change of Recommendation in light of such Intervening Event would no longer be inconsistent with the fiduciary duties of the Company Board under applicable Laws (in each case as determined in the good faith judgment of the Company’s Company Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, taking into account any such amendments that Parent shall have agreed to make such adjustments in prior to the end of the Change of Recommendation Notice Period) and (4) the Company Board takes into account any amendments of the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined agreed to by Parent in good faith, after considering the results of such negotiations and giving effect writing prior to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse end of the Change of Recommendation Change is otherwise still requiredNotice Period; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form material amendment of consideration in such Superior any Acquisition Proposal shall will be deemed to be a material revision)new Acquisition Proposal, including for purposes of the Change of Recommendation Notice Period; provided, however, subsequent to the initial Change of Recommendation Notice Period, the Company shall deliver a new written notice to Parent and shall comply with the requirements Change of this Section 5.4(d) with respect to such new written notice except that the new Recommendation Notice Period shall be two (2) reduced to three Business Days instead and, following such reduction any additional Change of three (3) Recommendation Notice Periods shall be further reduced to one Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or changeDay.

Change of Recommendation. (i) Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the time, but not after, the Company Stockholder ApprovalRequisite Vote is obtained, if a written Acquisition Proposal that did not otherwise result from a breach (other than an unintentional or de minimis breach) of Section 6.1 is received by the Company’s , and the Board of Directors of the Company determines in good faith, after consultation with its outside legal counsel and its financial advisor(s) that such Acquisition Proposal would, if consummated, constitute a Superior Proposal, the Board of Directors of the Company may, if it concludes the Board of Directors of the Company has determined in good faith (after consultation with its financial advisors and outside legal advisors) counsel, that the failure to take such action would reasonably be expected to be inconsistent with its the directors’ fiduciary -40- duties under applicable Law, make an Adverse (x) effect a Change of Recommendation Changeand/or (y) terminate this Agreement pursuant to Section 8.1(d)(ii) in order to enter into a definitive written agreement providing for such Superior Proposal; provided, however, that the Company pays to Parent any Company Termination Payment required to be paid pursuant to Section 8.2(b)(i); provided that further, that, prior to any taking such Adverse Recommendation Changeaction described in clauses (x) and/or (y) above, (A) the Company shall have given give Parent and Merger Sub prompt written notice advising them of four (x4) Business Days in advance (such period from the decision of time the Company’s Company Notice is provided until 5:00 p.m. New York City time on the fourth (4th) Business Day immediately following the day on which the Company delivered the Company Notice, the “Notice Period”), which notice shall set forth in writing (I) that the Board of Directors to take such action and of the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Company has received a written Acquisition Proposal that would, if consummated, constitute a Superior Proposal, a summary of (II) the material terms and conditions of the Alternative Transaction Acquisition Proposal (including the consideration offered therein and the identity of the Person or group making the Acquisition Proposal) and shall have contemporaneously provided an unredacted copy of the Acquisition Proposal and all other information requested documents (other than immaterial documents) related to be provided with respect thereto pursuant the Superior Proposal and (III) advise Parent that the Board of Directors of the Company intends to effect a Change of Recommendation and/or terminate this Section 5.4, including the information required to be provided Agreement pursuant to Section 5.4(b8.1(d)(ii) and in order to enter into a definitive written agreement providing for such Superior Proposal (csuch notice, the “Company Notice”), (B) after giving such Company Notice and as a condition precedent to taking any action described in clauses (x) or (y) above, the Company and its Representatives shall have given negotiate in good faith with Parent and Merger Sub three (3) Business Days (to the “Notice Period”) after delivery of each extent requested by Parent), to make such notice to propose revisions to the terms of this Agreement as would cause such Acquisition Proposal to cease to be a Superior Proposal and (or make another proposalC) and, during at the end of the Notice Period, prior to and as a condition precedent to taking any action described in clauses (x) or (y) above, the Board of Directors of the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent take into account in good faith (any changes to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases proposed in writing by Parent in response to constitute (the Company Notice and any other information offered by Parent in response to the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessaryCompany Notice, and (C) the Company’s Board of Directors shall have determined in good faith, faith after considering the results of such negotiations consultation with its outside legal counsel and giving effect to the proposals made by Parent and Merger Sub, if any, its financial advisor(s) that such Alternative Transaction Proposal, if applicable, Acquisition Proposal continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicablesuch changes offered in writing by Parent (if any) were to be given effect. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 6.1(d) and this Section 6.1(c)(i) and require a new Company Notice, and the Company’s Board of Directors except that references in its good faith judgment determines this Section 6.1(c)(i) to “four (after consultation with its financial advisors and outside legal advisors4) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal Business Days” shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect be references to such new written notice except that the new Notice Period shall be two (2) Business Days instead of “three (3) Business Days Days” and such three 31) Business Day period shall expire at 5:00 p.m. on the Business Day immediately following the day on which such new Company Notice is delivered (2it being understood and agreed that in no event shall any such additional three (3) in Business Day notice period be deemed to shorten the event the Company’s Board of Directors does not make the determination referred to in clause initial four (C4) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(dBusiness Day notice period), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

Change of Recommendation. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, from the date of this Agreement until 11:59 p.m. New York City time on the date which is forty (40) days after the date of this Agreement (the "Go-Shop Period End Date"), the Company and its Subsidiaries and their respective directors, officers, employees, advisors, representatives or agents (collectively, "Representatives") shall have the right (acting under the direction of the Special Committee) to directly or indirectly (i) initiate, solicit and encourage Alternative Transaction Proposals from any third Party, including by way of public disclosure and by way of providing access to non-public information to any Person (each a "Solicited Person") pursuant to one or more customary confidentiality agreements containing terms at least as restrictive with respect to such Solicited Person as the terms contained in Section 9.9 are with respect to Parent; provided, that the Company shall promptly provide to Parent any time material non-public information concerning the Company or its Subsidiaries that it has provided to any Solicited Person given such access which was not previously provided to Parent; and (ii) enter into and maintain discussions or negotiations with respect to Alternative Transaction Proposals or otherwise cooperate with, assist or participate in, facilitate, or take any other action in connection with any such inquiries, proposals, discussions or negotiations. The Company shall immediately cease any discussions with any Person (other than Parent and any Excluded Party) that are ongoing as of the Go-Shop Period End Date and that relate, or may reasonably be expected, to lead to an Alternative Transaction Proposal, except as otherwise expressly provided in Sections 6.6(b) and 6.6(c). The Company agrees that, after the Go-Shop Period End Date until the earlier of the Effective Time or the date on which this Agreement is terminated pursuant to Section 8.1 hereof, it shall not, nor shall it authorize or permit any of its Subsidiaries or any of its or their respective Representatives to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly induce an Alternative Transaction Proposal; (ii) provide any material non-public information concerning the Company or its Subsidiaries to any Person in connection with an Alternative Transaction Proposal; or (iii) engage in any discussions or negotiations with any third Party concerning an Alternative Transaction Proposal. Notwithstanding the foregoing, the Company may take and continue to take any of the actions described in Section 6.6(a) and, subject to Section 6.6(d), from and after the Go-Shop Period End Date with respect to any Solicited Person that, prior to obtaining the Go-Shop Period End Date, has made a bona fide Alternative Transaction Proposal that the Company Stockholder Approval, Board and the Company’s Board of Directors may, if it concludes Special Committee determines in good faith (after consultation with its the Company's outside financial advisors and outside legal advisors) that no later than the failure Go-Shop Period End Date, constitutes or would reasonably be expected to take result in a Superior Proposal (each such action would be inconsistent with its fiduciary duties under applicable LawSolicited Person, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change"Excluded Party"). Immediately after the Go-Shop Period End Date, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided than with respect thereto pursuant to this Section 5.4, including Persons who at the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice PeriodGo-Shop Period End Date are Excluded Parties, the Company agrees that it shall, and shall direct cause its financial advisors Subsidiaries and outside legal advisors its and their respective Representatives to, negotiate immediately cease and cause to be terminated any existing discussions or negotiations with Parent in good faith (any third party conducted heretofore with respect to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such any Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) except with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of transactions contemplated by this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(dAgreement), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

Change of Recommendation. Each of the Special Committee and the Company Board shall (i) recommend that the Company’s stockholders adopt this Agreement and (ii) not withhold, withdraw, qualify or modify in a manner adverse to Parent the Special Committee Recommendation or the Company Board Recommendation or publicly recommend or announce an intention to take any action or make any statement inconsistent with the Special Committee Recommendation or the Company Board Recommendation (any of the actions prohibited by this clause (ii), a “Change of Recommendation”). Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, at any time prior to obtaining the receipt of the Company Stockholder Approval, the Company’s Board of Directors mayApprovals, if it concludes the Special Committee determines in good faith (after consultation with considering the advice of its financial advisors and outside legal advisors) that the failure to take such action it would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided Delaware Law to continue to recommend that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s stockholders (other than the Parent Parties and their Affiliates) vote to grant the Company Stockholder Approvals then either or both of the Special Committee or the Company Board (only upon the recommendation of Directors to take such action the Special Committee) may make a Change of Recommendation, in which case the obligations of the Special Committee and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to Company Board under this Section 5.45.3 shall cease; provided, including that the information required to be provided pursuant to Section 5.4(b) Special Committee and (c), (B) the Company shall have given Parent and Merger Sub Board may not make a Change of Recommendation (a) until after at least three (3) Business Days (the “Notice Period”) after delivery following Parent’s receipt of each such written notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, from the Company shall, advising Parent that the Special Committee and/or the Company Board intends to make a Change of Recommendation and setting forth a summary of the reason for the proposed Change of Recommendation and (b) unless the Special Committee shall direct its financial advisors and outside legal advisors to, negotiate with Parent have considered in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so any proposals that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall may have determined in good faith, after considering the results of such negotiations and giving effect to the proposals been made by Parent and Merger Sub, if any, that during such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead period of three (3) Business Days and (2) in the event Days. A Change of Recommendation shall not affect the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this obligations under Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change5.4.

Change of Recommendation. Notwithstanding anything in this Agreement contained herein to the contrary, at any time prior to obtaining such time as the Company Required Stockholder ApprovalApprovals have been obtained, in response to the receipt of a Superior Offer, the Company’s Board of Directors of the Company may, subject to the further provisions of this Section 5.3(d), (i) withhold, withdraw, amend or modify its recommendation in favor of the Company Proposals and (ii) terminate this Agreement (any of the actions described in clauses (i) and (ii), a “Permitted Fiduciary Action”), if it concludes (in good faith the case of clause (after consultation with its financial advisors and outside legal advisorsi) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, or (ii)) (A) the Company shall have given Parent Superior Offer has been made and Merger Sub prompt written notice advising them of has not been withdrawn and continues to be a Superior Offer, (xB) the decision Board of Directors of the Company’s Company has concluded in good faith, after receipt of advice of outside legal counsel, that, in light of such Superior Offer, the failure of the Board of Directors to take such action and Permitted Fiduciary Action is reasonably likely to result in a breach of its fiduciary obligations to the reasons therefor stockholders of the Company under applicable law and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (BC) the Company shall have complied in all material respects with subsections (a), (b) and (c) of this Section 5.3; provided, that, in addition to the foregoing requirements of this Section 5.3(d), the Company may take such Permitted Fiduciary Action only if (x) it has first given Parent at least three full business days (calculated as provided in Section 5.3(c)) prior written notice that it is prepared to take such Permitted Fiduciary Action and Merger Sub (y) during such three (3) Business Days (business day period, if Parent so requests, the “Notice Period”) after delivery Company negotiates with Parent in good faith concerning a possible amendment of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during and the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (Merger which could cause such Superior Offer to the extent Parent desires cease to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), be a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or changeOffer.

Change of Recommendation. (e) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Requisite Shareholder Approval, the Company’s Company receives a Competing Proposal which the Board of Directors may, if it of the Company concludes in good faith faith, after consulting with outside counsel and financial advisors, constitutes a Superior Proposal, the Board of Directors of the Company may (x) effect a Change of Recommendation and/or (y) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal if the Board of Directors of the Company determines in good faith, after consultation with outside counsel and its financial advisors and outside legal advisors) advisor, that the failure to take such action would could reasonably be inconsistent with expected to violate its fiduciary duties under applicable Law; provided, make an Adverse however that the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless concurrently with such termination the Company pays the Company Termination Fee payable pursuant to Section 8.02(a); and provided, further, that the Board of Directors of the Company may not effect a Change of Recommendation Change; provided that prior pursuant to any such Adverse Recommendation Change, the foregoing clause (Ax) or terminate this Agreement pursuant to the foregoing clause (y) in response to a Superior Proposal unless (i) the Company shall have given Parent and Merger Sub prompt provided prior written notice advising them to the Parents, at least five (5) business days in advance (the “Notice Period”), of (x) the decision its intention to effect a Change of the Company’s Board of Directors Recommendation in response to take such action and the reasons therefor and (y) in the event the decision relates Superior Proposal or terminate this Agreement to an Alternative Transaction enter into a definitive agreement with respect to such Superior Proposal, a summary of which notice shall specify the material terms and conditions of any such Superior Proposal (including the Alternative Transaction identity of the party making such Superior Proposal) and shall have contemporaneously provided a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) material documents and (c), (Bii) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors of the Company shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if anyconsultation with outside counsel, that such Alternative Transaction Proposal, if applicable, continues the failure to constitute make a Change of Recommendation in connection with the Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made could be reasonably likely to the Superior Proposal, if applicable, and violate the Company’s Board of Directors’ fiduciary duties under applicable Law, and (iii) the Company shall have promptly notified the Parents in writing of the determinations described in clause (ii) above, and (iv) following the expiration of the Notice Period, and taking into account any revised proposal made by the Parents since commencement of the Notice Period, the Board of Directors of the Company has determined in its good faith judgment determines (faith, after consultation with its financial advisors and outside legal advisors) counsel, that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal remains a Superior Proposal; provided, however, that during such Notice Period the Company shall be deemed in good faith negotiate with the Parents, to the extent the Parents wish to negotiate, to enable the Parents to make such proposed changes to the terms of this Agreement, provided, further, that in the event of any material change to the material terms of such Superior Proposal, the Board of Directors of the Company shall, in each case deliver to the Parents an additional notice, and the Notice Period shall recommence; (v) the Company is in compliance, in all material respects, with Section 6.07, and (vi) with respect to a material revisiontermination of this Agreement pursuant to the foregoing clause (y), the Company shall deliver a new written notice to Parent and shall comply with concurrently pays the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change Company Termination Fee pursuant to this Section 5.4(d8.02(a), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.