Common use of Changes of Recommendation Clause in Contracts

Changes of Recommendation. (i) In response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(q)) to be a Superior Proposal, the Board of Directors of Biogen or IDEC, as the case may be, may withhold, withdraw, amend or modify its recommendation in favor of, in the case of Biogen, approval and adoption of this Agreement and the Merger and, in the case of IDEC, the IDEC Charter Amendment and the Share Issuance, and, in the case of a Superior Proposal that is a tender or exchange offer made directly to its stockholders, may recommend that its stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met:

Changes of Recommendation. (i) In response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(q)) to be a Superior Proposal, the Board of Directors of Biogen or IDEC, as the case may be, may withhold, withdraw, amend or modify its recommendation in favor of, in the case of Biogen, approval and adoption of this Agreement and the Merger and, in the case of IDEC, the IDEC Charter Amendment and the Share Issuance, and, in the case of a Superior Proposal that is a tender or exchange offer made directly to its stockholders, may recommend that its stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “"Change of Recommendation”"), if all of the following conditions in clauses (1) through (5) are met:

Changes of Recommendation. (i) In response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(q9.3(p)) to be a Superior Proposal, the Board of Directors of Biogen CDT or IDECXxxxxx, as the case may be, may withhold, withdraw, amend or modify its recommendation in favor of, in the case of BiogenXxxxxx, approval and adoption of this Agreement and the Merger and, in the case of IDECCDT, the IDEC CDT Charter Amendment and the CDT Share Issuance, and, in the case of a Superior Proposal that is a tender or exchange offer made directly to its stockholders, may recommend that its stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “"Change of Recommendation”"), if all of the following conditions in clauses (1) through (5) are met:

Changes of Recommendation. (i) In response to the receipt of an unsolicited, bona fide written Alternative Transaction Proposal which is determined (in accordance with Section 8.3(q9.3(p)) to be a Superior Proposal, the Board of Directors of Biogen CDT or IDECBelden, as the case may be, may withhold, withdraw, amend or modify xxxxxx its recommendation in favor of, in the case of BiogenBelden, approval and adoption of this Agreement and the Merger andMergex xxx, in the case of IDECCDT, the IDEC CDT Charter Amendment and the CDT Share Issuance, and, in the case of a Superior Proposal that is a tender or exchange offer made directly to its stockholders, may recommend that its stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “"Change of Recommendation”"), if all of the following conditions in clauses (1) through (5) are met: