Common use of Changes of Recommendation Clause in Contracts

Changes of Recommendation. Nothing in this Agreement shall prevent the Company Board from (i) withholding, withdrawing, amending or modifying the Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(i) simultaneously with the payment of the Termination Fee if (A) the Company Stockholders Approval has not yet been obtained, (B) the Company shall not have violated any of the restrictions set forth in Section 6.5 or this Section 6.7, (C) a Superior Offer is made to the Company and is not withdrawn, (D) the Company shall have promptly provided written notice to Parent (a "Notice of Superior Offer") advising Parent that the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) and the manner and timing in which it intends (or may intend) to do so, (E) Parent shall not have, within five (5) Business Days after receipt by Parent of the Notice of Superior Offer, made an offer that the Company Board determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company's stockholders as such Superior Offer (it being agreed that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (2) that the Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) for five (5) Business Days after receipt by Parent of the Notice of Superior Offer, and (3) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new five (5) Business Day period under this clause (E), and (F) the Company Board concludes in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer and any offer made by Parent pursuant to Section 6.7(d)(E), the Company Board is required under applicable Law to withhold, withdraw, amend or modify the Company Board Recommendation to comply with its fiduciary obligations to the Company's stockholders under applicable Law.) For purposes of clarification, compliance with the provisions of this Section 6.7(d) for changing the Company Board Recommendation shall not be deemed an Effect that would materially impede or delay the Company's ability to consummate the transactions contemplated by this Agreement within the meaning of "Material Adverse Effect".

Changes of Recommendation. Nothing Subject to compliance by the Company with this Section 6.4, nothing in this Agreement shall prevent the Company Board from (i) withholding, withdrawing, amending or modifying the Company Board Recommendation or (the actions in this clause (i) being collectively referred to as an “Adverse Recommendation Change”), (ii) terminating this Agreement pursuant to Section 8.1(i8.1(f) simultaneously with the payment of the Company Termination Fee if Fee, (iii) recommending, adopting, approving or submitting to the Company’s shareholders any Acquisition Proposal, or (iv) entering into any agreement, including any agreement in principle, letter of intent or understanding, acquisition or merger agreement, option agreement, joint venture agreement, partnership agreement or similar agreement, arrangement or understanding which constitutes, relates to, is intended to lead to or could reasonably be expected to lead to an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.4(b)); provided, however, that in any case, (A) the Company Stockholders Shareholders Approval has not yet been obtained, (B) the Company shall not have violated any of Board concludes in good faith, after consultation with its outside legal counsel, that such action is reasonably required in order for the restrictions set forth in Section 6.5 or this Section 6.7Company Board to comply with its fiduciary obligations to the Company’s shareholders under applicable Law, (C) a Superior Offer is made to the Company and is not withdrawn, (D) the Company shall have promptly provided written notice to Parent (a "“Notice of Superior Offer"”) advising Parent that the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board make an Adverse Recommendation Change or terminate the agreement Agreement pursuant to Section 8.1(i8.1(f) and the manner and timing in which it intends (or may intend) to do so, (ED) Parent shall not have, within five (5) Business Days after 72 hours of Parent’s receipt by Parent of the Notice of Superior Offer, made an offer that the Company Board determines in its good faith judgment (after consultation with a outside legal counsel and its financial advisor of national standingadvisor) to be at least as favorable to the Company's stockholders ’s shareholders as such Superior Offer (it being agreed that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, thereof and (2) that the Company Board will not withhold, withdraw, amend or modify the Company Board make an Adverse Recommendation Change or terminate the agreement Agreement pursuant to Section 8.1(i8.1(f) for five (5) Business Days 72 hours after receipt by Parent of the Notice of Superior Offer, and (3) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new five (5) Business Day period under this clause (E), and (F) the Company Board concludes in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer and any offer made by Parent pursuant to Section 6.7(d)(E), the Company Board is required under applicable Law to withhold, withdraw, amend or modify the Company Board Recommendation to comply with its fiduciary obligations to the Company's stockholders under applicable Law.) For purposes of clarification, compliance with the provisions of this Section 6.7(d) for changing the Company Board Recommendation shall not be deemed an Effect that would materially impede or delay the Company's ability to consummate the transactions contemplated by this Agreement within the meaning of "Material Adverse Effect".

Changes of Recommendation. Nothing in this Agreement shall prevent the Company Board from (i) withholding, withdrawing, amending or modifying the Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(i8.1(h) simultaneously with the payment of the Termination Fee if (A) the Company Stockholders Approval has not yet been obtained, (B) the Company shall not have violated any of the restrictions set forth in Section 6.5 6.4 or this Section 6.76.6, (C) a Superior Offer is made to the Company and is not withdrawn, (D) the Company shall have promptly provided written notice to Parent (a "Notice of Superior Offer") advising Parent that the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the agreement Agreement pursuant to Section 8.1(i8.1(h) and the manner and timing in which it intends (or may intend) to do so, (E) Parent shall not have, within five four (54) Business Days after of Parent's receipt by Parent of the Notice of Superior Offer, made an offer that the Company Board determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company's stockholders as such Superior Offer (it being agreed that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (2) that the Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the agreement Agreement pursuant to Section 8.1(i8.1(h) for five four (54) Business Days after receipt by Parent of the Notice of Superior Offer, and (3) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new five four (54) Business Day period under this clause (E)), and (F) the Company Board concludes in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer and any offer made by Parent pursuant to Section 6.7(d)(E6.6(d)(E), the Company Board is required under applicable Law to withhold, withdraw, amend or modify the Company Board Recommendation or terminate this Agreement pursuant to Section 8.1(h) to comply with its fiduciary obligations to the Company's stockholders under applicable Law.) For purposes of clarification, compliance with the provisions of this Section 6.7(d) for changing the Company Board Recommendation shall not be deemed an Effect that would materially impede or delay the Company's ability to consummate the transactions contemplated by this Agreement within the meaning of "Material Adverse Effect".

Changes of Recommendation. Nothing in this Agreement shall prevent the Company Board from (i) withholding, withdrawing, amending or modifying the Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(i) simultaneously with the payment of the Termination Fee if (Ai) the Company Stockholders Stockholder Approval has not yet been obtained, (Bii) the Company shall not have violated any of the restrictions set forth in Section 6.5 6.4 or this Section 6.76.6, (Ciii) a Superior Offer is made to the Company and is not withdrawn, (Div) the Company shall have promptly provided written notice to Parent (a "“Notice of Superior Offer"”) advising Parent that the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) and the manner and timing in which it intends (or may intend) to do so, (E) Parent shall not have, within five (5) Business Days after receipt by Parent of the Notice of Superior Offer, made an offer that the Company Board determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company's stockholders as such Superior Offer (it being agreed understood that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (2) that the Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) for five (5) Business Days after receipt by Parent of the Notice of Superior Offer, and (3) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new five business day period under clause (v)) advising Parent that the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation and the manner and timing in which it intends (or may intend) to do so, (v) the Company, for a period of five (5) Business Day business days following the Company’s delivery of each Notice of Superior Offer (which period under may run concurrently with the period set forth in Section 8.1(h)), shall have negotiated in good faith with Parent regarding such changes in the terms and conditions of this clause (E)Agreement as may be proposed by Parent in writing, and (Fvi) following such five (5) day period, the Company Board concludes in good faith, after consultation with its outside legal counsel, that, that in light of such Superior Offer and any offer made changes proposed by Parent in writing pursuant to Section 6.7(d)(E6.6(d)(v), the failure of the Company Board is required under applicable Law to withhold, withdraw, amend or modify effect a change in the Company Board Recommendation to comply would be inconsistent with its fiduciary obligations to the Company's ’s stockholders under applicable Law.) For purposes of clarification, compliance with the provisions of this Section 6.7(d) for changing the Company Board Recommendation shall not be deemed an Effect that would materially impede or delay the Company's ability to consummate the transactions contemplated by this Agreement within the meaning of "Material Adverse Effect".

Changes of Recommendation. Nothing in this Agreement shall prevent Neither the Board of Directors of the Company Board from nor any committee thereof shall (i) withholdingwithdraw (or modify in a manner adverse to Parent), withdrawingonce made, amending its recommendation in favor of this Agreement or modifying the transactions contemplated hereby or approve or recommend a Competing Transaction Proposal (any action described in this subsection being referred to as a (“Company Board Adverse Recommendation Change”)) or (ii) terminating approve or recommend, or publicly propose to approve or recommend, or allow the Company or any subsidiary thereof to execute, or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement or other business combination or acquisition agreement, joint venture agreement or other agreement constituting or relating to a Competing Transaction Proposal (other than a confidentiality agreement related thereto). Notwithstanding anything to the contrary contained herein, the Board of Directors of the Company may, prior to the adoption of this Agreement pursuant by the Company’s stockholders, make a Company Adverse Recommendation Change in connection with a bona fide written Superior Proposal made (or in the case of any proposal with respect to Section 8.1(i) simultaneously with the payment of the Termination Fee if (A) the Company Stockholders Approval has not yet been obtained, (B) the Company shall not have violated any of the restrictions set forth in Section 6.5 or this Section 6.7, (C) a Superior Offer is Competing Transaction made prior to the Company and is date hereof, modified) that did not withdrawn, (D) result from a breach of Section 5.3 hereof if the Company shall have promptly provided written notice to Parent (a "Notice Board of Superior Offer") advising Parent that the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) and the manner and timing in which it intends (or may intend) to do so, (E) Parent shall not have, within five (5) Business Days after receipt by Parent of the Notice of Superior Offer, made an offer that the Company Board Directors determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company's stockholders as such Superior Offer (it being agreed that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (2) that the Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) for five (5) Business Days after receipt by Parent of the Notice of Superior Offer, and (3) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new five (5) Business Day period under this clause (E), and (F) the Company Board concludes in good faith, after consultation consulting with its outside legal counsel, that, ) that the failure of the Board of Directors to effect a Company Adverse Recommendation Change is reasonably likely to result in light a breach of such Superior Offer and any offer made by Parent pursuant to Section 6.7(d)(E), the Company Board is required under applicable Law to withhold, withdraw, amend or modify the Company Board Recommendation to comply with its fiduciary obligations to the Company's stockholders of the Company under applicable Law.law; provided, that no Company Adverse Recommendation Change may be made in connection with a Superior Proposal until the third business day following Parent’s receipt from the Company of (x) For purposes a notice that the Board of clarificationDirectors of the Company has determined that such Competing Transaction Proposal constitutes a Superior Proposal and that it intends to make a Company Adverse Recommendation Change and (y) the terms and conditions of any offer or proposal in respect to the Superior Proposal. In determining whether to make a Company Adverse Recommendation Change in response to a Superior Proposal, compliance with the provisions Board of Directors shall take into account any changes to the terms of this Section 6.7(dAgreement or the Merger proposed by Parent (in response to a notice) for changing the Company Board Recommendation in determining whether such proposal shall not be deemed an Effect that would materially impede or delay the Company's ability to consummate the transactions contemplated by this Agreement within the meaning of "Material Adverse Effect"constitute a Superior Proposal.

Changes of Recommendation. Nothing in this Agreement shall prevent Neither the Board of Directors of the Company Board from nor any committee thereof shall, directly or indirectly, (i) withholding, withdrawing, amending or modifying the Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(i) simultaneously with the payment of the Termination Fee if (A) withhold, withdraw or qualify (or amend or modify in any manner adverse to Parent) or publicly propose to withdraw or qualify (or amend or modify in any manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors or any committee thereof of this Agreement, or the Merger or the other transactions contemplated by this Agreement (the “Company Stockholders Approval has not yet been obtainedRecommendation”), (B) the Company shall not have violated recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any of the restrictions set forth in Section 6.5 or this Section 6.7Alternative Transaction Proposal, (C) following a Superior Offer is made publicly announced tender or exchange offer for any Company Common Stock, fail to recommend against acceptance of any tender offer or exchange offer for the shares of the Company Common Stock within ten (10) Business Days after commencement of such offer or, if earlier, within five (5) Business Days prior to the Company and Stockholders’ Meeting (which reaffirmation is not withdrawnsubsequently withdrawn or modified), (D) fail to include the Company shall have promptly provided written notice to Parent (a "Notice of Superior Offer") advising Parent that Recommendation in the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) and the manner and timing in which it intends (or may intend) to do soProxy Statement, (E) Parent shall not have, fail to publicly reaffirm the Company Recommendation within five (5) Business Days after receipt of a written request by Parent of the Notice of Superior Offerto provide such affirmation if an Alternative Transaction Proposal or Inquiry (or any modification thereto) shall have become publicly known or upon any one other request by Parent, made an offer that the Company Board determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company's stockholders as such Superior Offer (it being agreed that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (2) that the Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) for five (5) Business Days after receipt by Parent of the Notice of Superior Offer, and (3) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new five (5) Business Day period under this clause (E), and (F) resolve or publicly propose to take any action described in the foregoing clauses (A) through (E) (any action described in the foregoing clauses (A) through (F) being referred to as a “Company Adverse Recommendation Change”); or (ii) except as provided herein, approve or recommend, or publicly propose to approve or recommend, or allow the Company Board concludes or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in good faithprinciple, after consultation with its outside legal counselmerger agreement, thatacquisition agreement, in light of such Superior Offer and option agreement, joint venture agreement, partnership agreement or other similar agreement, arrangement or understanding (x) constituting, or providing for, any offer made by Parent pursuant to Section 6.7(d)(E), the Company Board is required under applicable Law to withhold, withdraw, amend Alternative Transaction Proposal or modify the Company Board Recommendation to comply with its fiduciary obligations to the Company's stockholders under applicable Law.(y) For purposes of clarification, compliance with the provisions of this Section 6.7(d) for changing the Company Board Recommendation shall not be deemed an Effect requiring it (or that would materially impede require it) to abandon, terminate or delay the Company's ability fail to consummate the transactions Merger or any other transaction contemplated by this Agreement within the meaning of "Material Adverse Effect"Agreement.

Changes of Recommendation. Nothing Neither the Company’s board of directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to the Parent or to the Merger Sub, the Company board of directors’ recommendation that the shareholders of the Company adopt this Agreement shall prevent and the Company Board from (i) withholdingMerger. Notwithstanding the foregoing, withdrawing, amending or modifying the Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(i) simultaneously with the payment of the Termination Fee if (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer, the board of directors of the Company Stockholders Approval has not yet been obtainedmay withhold, change or withdraw its recommendation that the shareholders of the Company adopt this Agreement and the Merger; (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its shareholders, the board of directors of the Company may recommend that its shareholders accept the tender or exchange offer; and (C) to the extent that the board of directors of the Company concludes in good faith (following consultation with outside legal counsel) that the failure to take such action would be reasonably likely to result in a breach of its fiduciary obligations under applicable Legal Requirements, the board of directors of the Company may withhold, change or withdraw its recommendation that the shareholders of the Company adopt this Agreement and the Merger (any of the foregoing actions in (A), (B) or (C), whether by the Company’s board of directors or a committee thereof, a “Change of Company Recommendation”). Before any Change of Company Recommendation or any definitive agreement is entered into pursuant to clause (iii) of Section 5.1(b), the Company shall not have violated any of provide the restrictions set forth in Section 6.5 or this Section 6.7, (C) a Superior Offer is made to the Company and is not withdrawn, (D) the Company shall have promptly provided Parent written notice to Parent (a "Notice of Superior Offer"i) advising the Parent that the board of directors of the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) and the manner and timing in which it intends to accept or make a Change of Company Recommendation with respect to, identifying the person making such Superior Offer and specifying the financial and other material terms and conditions of such Superior Offer and (or may intendii) inviting the Parent to do so, (E) Parent shall not havepropose, within five (5) 15 Business Days after of receipt by Parent of such written notice, adjustments in the Notice terms and conditions of Superior Offer, made an offer that this Agreement with a view to enabling the Company Board determines in its good faith judgment (after consultation to proceed with the transactions contemplated herein on such adjusted terms as a financial advisor result of national standing) to be such adjustments making such transactions at least as favorable to the Company's stockholders ’s shareholders (taking into account all such factors as such the Company’s board of directors deems relevant) as the Superior Offer (it being agreed that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (2) provided that the Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the agreement pursuant to Section 8.1(i) for five (5) Business Days after receipt by Parent of the Notice of Superior Offershall fully cooperate, and (3) any change cause its legal and financial advisors to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new five (5) Business Day period under this clause (E)cooperate, and (F) the Company Board concludes in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer and any offer made by Parent pursuant to Section 6.7(d)(E), the Company Board is required under applicable Law to withhold, withdraw, amend or modify the Company Board Recommendation to comply with its fiduciary obligations to the Company's stockholders under applicable Law.) For purposes of clarification, compliance with the provisions of this Section 6.7(d) for changing the Company Board Recommendation shall not be deemed an Effect that would materially impede or delay the Company's ability to consummate the transactions contemplated by this Agreement within the meaning of "Material Adverse Effect"Parent in making any such adjustments).

Changes of Recommendation. Nothing in this Agreement shall prevent the Company Board from (i) withholding, withdrawing, amending or modifying the Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(i8.1(f) simultaneously with the payment of the Termination Fee as a condition of such termination if (A) the Company Stockholders Approval has not yet been obtained, (B) the Company shall not have violated any of the restrictions set forth in Section 6.5 6.2 or this Section 6.76.4, (C) a Superior Offer is made to the Company and is not withdrawn, (D) the Company shall have promptly provided written notice to Parent (a "“Notice of Superior Offer"”) advising Parent that the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the agreement Agreement pursuant to Section 8.1(i8.1(f) and the manner and timing in which it intends (or may intend) to do so, (E) Parent shall not havenot, within five (5) Business Days after of Parent’s receipt by Parent of the Notice of Superior Offer, have made an offer that the Company Board determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company's ’s stockholders as such Superior Offer (it being agreed that (1) the Company and its Representatives shall negotiate in good faith with Parent and its Representatives for the five (5) Business Day period following Parent’s receipt of the Notice of Superior Offer regarding any revision to the terms of the transactions contemplated by this Agreement that are proposed by Parent, (2) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, thereof and (23) that the Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the agreement Agreement pursuant to Section 8.1(i8.1(f) for five (5) Business Days after receipt by Parent of the Notice of Superior Offer, and (3) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new five (5) Business Day period under this clause (E), and (F) the Company Board concludes in good faith, after consultation with its outside legal counsel, that, that such action is reasonably required in light of such Superior Offer and any offer made by Parent pursuant to Section 6.7(d)(E), order for the Company Board is required under applicable Law to withhold, withdraw, amend or modify the Company Board Recommendation to comply with its fiduciary obligations to the Company's ’s stockholders under applicable Law.) For purposes of clarification, compliance with the provisions of this Section 6.7(d) for changing the Company Board Recommendation shall not be deemed an Effect that would materially impede or delay the Company's ability to consummate the transactions contemplated by this Agreement within the meaning of "Material Adverse Effect".

Changes of Recommendation. Nothing in this Agreement shall prevent the Company Board from (i) withholding, withdrawing, amending or modifying the Company Board Recommendation or (ii) terminating this Agreement pursuant to Section 8.1(i8.1(h) simultaneously with the payment of the Termination Fee if (A) the Company Stockholders Approval has not yet been obtained, (B) the Company shall not have violated any of the restrictions set forth in Section 6.5 6.4 or this Section 6.76.6, (C) a Superior Offer is made to the Company and is not withdrawn, (D) the Company shall have promptly provided written notice to Parent (a "“Notice of Superior Offer"”) advising Parent that the Company has received a Superior Offer and that it intends (or may intend) to change the Company Board Recommendation or terminate the agreement Agreement pursuant to Section 8.1(i8.1(h) and the manner and timing in which it intends (or may intend) to do so, (E) Parent shall not have, within five four (54) Business Days after of Parent’s receipt by Parent of the Notice of Superior Offer, made an offer that the Company Board determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to the Company's ’s stockholders as such Superior Offer (it being agreed that (1) the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof, (2) that the Company Board will not withhold, withdraw, amend or modify the Company Board Recommendation or terminate the agreement Agreement pursuant to Section 8.1(i8.1(h) for five four (54) Business Days after receipt by Parent of the Notice of Superior Offer, and (3) any change to the financial or other material terms of such Superior Offer shall require a new Notice of Superior Offer to Parent and a new five four (54) Business Day period under this clause (E)), and (F) the Company Board concludes in good faith, after consultation with its outside legal counsel, that, in light of such Superior Offer and any offer made by Parent pursuant to Section 6.7(d)(E6.6(d)(E), the Company Board is required under applicable Law to withhold, withdraw, amend or modify the Company Board Recommendation or terminate this Agreement pursuant to Section 8.1(h) to comply with its fiduciary obligations to the Company's ’s stockholders under applicable Law.) For purposes of clarification, compliance with the provisions of this Section 6.7(d) for changing the Company Board Recommendation shall not be deemed an Effect that would materially impede or delay the Company's ability to consummate the transactions contemplated by this Agreement within the meaning of "Material Adverse Effect".