Common use of Company Adverse Recommendation Change Clause in Contracts

Company Adverse Recommendation Change. Except as expressly permitted by Section 7.02(e) or 7.02(f), the Board of Directors of the Company (or any committee thereof) shall not (i)(A) fail to include the Company Recommendation in the Schedule 14D-9 or the Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to Parent, the Company Recommendation or make any statement, filing or release, whether in connection with the Offer, obtaining the Company Shareholder Approval or otherwise, inconsistent with the Company Recommendation, (C) within ten Business Days of a tender or exchange offer relating to securities of the Company having been commenced, fail to (x) publicly recommend against such tender or exchange offer or fail to send to the Company’s securityholders a statement disclosing that the Company recommends rejection of such tender or exchange offer, or (y) publicly reaffirm the Company Recommendation, (D) adopt, approve or recommend, or publicly propose to approve or recommend to the shareholders of the Company an Acquisition Proposal or resolve or agree to take any such action, or (E) following the disclosure or announcement of an Acquisition Proposal, fail to reaffirm publicly the Company Recommendation within ten Business Days after Parent requests in writing that the Company Recommendation be reaffirmed publicly (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and once for each increase of price of such Acquisition Proposal, and once otherwise); the actions described in this clause (i) being referred to as a “Company Adverse Recommendation Change,” (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Alternative Acquisition Agreement or (iii) take any action pursuant to Section 9.03(a).

Company Adverse Recommendation Change. Except as expressly permitted by Notwithstanding any provision of this Section 7.02(e) 6.4 or 7.02(f)Section 6.2 to the contrary, the Company Board of Directors of the Company may (a) withdraw (or any committee thereofnot continue to make) shall not (i)(A) fail to include the Company Recommendation in the Schedule 14D-9 or the Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw (or not continue to make) or modify, in each case in a manner adverse to Parent, the Company Recommendation or make any statement, filing or release, whether in connection with the Offer, obtaining the Company Shareholder Approval or otherwise, inconsistent with the Company Recommendation, (Cb) within ten Business Days of a tender approve, recommend or exchange offer relating to securities of the Company having been commenced, fail to (x) publicly recommend against such tender or exchange offer or fail to send to the Company’s securityholders a statement disclosing that the Company recommends rejection of such tender or exchange offer, or (y) publicly reaffirm the Company Recommendation, (D) adopt, approve or recommend, or publicly propose to approve approve, recommend or recommend to the shareholders of the Company an Acquisition adopt, a Superior Proposal or resolve or agree to take (any such action, or (E) following the disclosure or announcement of an Acquisition Proposal, fail to reaffirm publicly the Company Recommendation within ten Business Days after Parent requests in writing that the Company Recommendation be reaffirmed publicly (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and once for each increase of price of such Acquisition Proposal, and once otherwise); the actions action described in the foregoing clause (a) or this clause (i) being referred to as b), a “Company Adverse Recommendation Change,” ”) and/or (iic) authorizeenter into an agreement regarding a Superior Proposal, cause if (w) in the case of an action described in clause (a), clause (b) or permit clause (c) above, (A) the Company Board has determined in good faith (after consultation with its outside legal counsel) that the failure to take such action is reasonably likely to be inconsistent with the fiduciary duties of the members of the Company Board to the holders of shares of Company Stock under applicable Law and (B) the Company Board shall have considered in good faith (after consultation with its outside legal counsel and financial advisors) any changes or any revisions to this Agreement proposed in writing by Parent and shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that the Superior Proposal would still constitute a Superior Proposal if such changes were to be given effect, (x) in the case of the Company Board’s withdrawal or modification of the Company Recommendation, the Company has given Parent prior notice of its Subsidiaries intention to enter into any Alternative Acquisition take such action, (y) in the case of an action described in clause (b) or clause (c) above, (A) the Company has given Parent two Business Days’ prior written notice of its intention to take such action and (B) the Company has complied in all material respects with its obligations under this Section 6.4 and (z) in the case of an action described in clause (c) above, the Company shall have terminated this Agreement or in accordance with the provisions of Section 8.1(c)(ii) hereof and (iiiprovided that neither Parent nor Buyer is in material default hereunder) take any action pursuant to the Company pays Parent the Company Termination Fee and the Parent Expenses in accordance with Section 9.03(a)8.4.1.

Company Adverse Recommendation Change. Except as expressly permitted by Notwithstanding any provision of this Section 7.02(e) 6.4 or 7.02(f)Section 6.2 to the contrary, the Company Board of Directors of the Company may (a) withdraw (or any committee thereofnot continue to make) shall not (i)(A) fail to include the Company Recommendation in the Schedule 14D-9 or the Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw (or not continue to make) or modify, in each case in a manner adverse to Parent, the Company Recommendation or make any statement, filing or release, whether in connection with the Offer, obtaining the Company Shareholder Approval or otherwise, inconsistent with the Company Recommendation, (Cb) within ten Business Days of a tender approve, recommend or exchange offer relating to securities of the Company having been commenced, fail to (x) publicly recommend against such tender or exchange offer or fail to send to the Company’s securityholders a statement disclosing that the Company recommends rejection of such tender or exchange offer, or (y) publicly reaffirm the Company Recommendation, (D) adopt, approve or recommend, or publicly propose to approve approve, recommend or recommend to the shareholders of the Company an Acquisition adopt, a Superior Proposal or resolve or agree to take (any such action, or (E) following the disclosure or announcement of an Acquisition Proposal, fail to reaffirm publicly the Company Recommendation within ten Business Days after Parent requests in writing that the Company Recommendation be reaffirmed publicly (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and once for each increase of price of such Acquisition Proposal, and once otherwise); the actions action described in the foregoing clause (a) or this clause (i) being referred to as b), a “Company Adverse Recommendation Change,” ”) and/or (iic) authorizeenter into an agreement regarding a Superior Proposal, cause if (w) in the case of an action described in clause (a), clause (b) or permit clause (c) above, the Company Board has determined in good faith (after consultation with its outside legal counsel) that the failure to take such action is reasonably likely to be inconsistent with the fiduciary duties of the members of the Company Board to the holders of shares of Company Common Stock under applicable Law, (x) in the case of the Company Board’s withdrawal or any modification of the Company Recommendation, the Company has given Parent prior notice of its Subsidiaries intention to enter into take such action, (y) in the case of an action described in clause (b) or clause (c) above, (A) the Company has given Parent two Business Days’ prior written notice of its intention to take such action and (B) the Company Board shall have considered in good faith (after consultation with its outside legal counsel and financial advisors) any Alternative Acquisition changes or revisions to this Agreement or proposed in writing by Parent and shall not have determined in good faith (iiiafter consultation with its outside legal counsel and financial advisors) take any that the Superior Proposal would no longer constitute a Superior Proposal if such changes were to be given effect and (C) the Company has complied in all material respects with its obligations under this Section 6.4 and (z) in the case of an action pursuant to described in clause (c) above, the Company shall have terminated this Agreement in accordance with the provisions of Section 9.03(a)8.1(c)(ii) hereof and (provided that neither Parent nor Merger Sub is in material default hereunder) the Company pays Parent the Company Termination Fee and the Parent Expenses in accordance with Section 8.4.1.

Company Adverse Recommendation Change. Except as expressly permitted by Section 7.02(e7.2(f) or 7.02(fSection 7.2(g), the Company Board of Directors of the Company (or any committee thereof, including the Special Committee) shall not (i)(Ai) (A) fail to include the Company Board Recommendation in the Schedule 14D-9 or the Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to Parent, the Company Recommendation or make any statement, filing or release, whether in connection with the Offer, obtaining the Company Shareholder Approval or otherwise, inconsistent with the Company Board Recommendation, (C) within ten (10) Business Days of a tender or exchange offer relating to securities of the Company having been commenced, fail to (x) publicly recommend against such tender or exchange offer or fail to send to the Company’s securityholders in a statement disclosing that the Company recommends rejection of such tender or exchange offer, or (y) publicly reaffirm the Company RecommendationSolicitation/Recommendation Statement on Schedule 14D-9, (D) adopt, approve or recommend, or publicly propose to approve or recommend recommend, to the shareholders stockholders of the Company an Acquisition Proposal or resolve or agree to take entry by the Company into any such actionAlternative Acquisition Agreement, or (E) following the disclosure or announcement of an Acquisition ProposalProposal (other than a tender or exchange offer that is the subject of clause (C)), fail to reaffirm publicly the Company Board Recommendation within ten (10) Business Days after Parent requests in writing that the Company Board Recommendation be reaffirmed publicly (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and once for each increase of price of such Acquisition Proposal, and once otherwise); the actions any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change,” ”) or (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Alternative Acquisition Agreement or (iii) take any action pursuant to Section 9.03(a)Agreement.

Company Adverse Recommendation Change. Except as expressly permitted by Section 7.02(e6.4(e), Section 6.4(f) or 7.02(fand Section 6.4(g), the Company Board of Directors of the Company (or any committee thereof) shall not (i)(Ai) (A) fail to include the Company Recommendation in the Schedule 14D-9 or the Proxy Joint Information Statement/Circular, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to Parent, the Company Recommendation or make any statement, filing or release, whether in connection with the Offer, obtaining the Company Shareholder Approval or otherwise, inconsistent with the Company Recommendation, (C) within the earlier of (x) ten (10) Business Days of a tender or exchange offer or take-over bid relating to securities of the Company having been commencedcommenced and (y) two (2) Business Days prior to the Company Meeting, fail to (x1) publicly recommend against such tender or exchange offer or take-over bid or fail to send to the Company’s securityholders a statement disclosing that the Company recommends rejection of such tender or exchange offeroffer or take-over bid, or (y2) publicly reaffirm the Company RecommendationRecommendation (if previously made at such time), (D) adopt, approve or recommend, or publicly propose to approve or recommend to the shareholders of the Company an Shareholders a Company Acquisition Proposal or resolve or agree to take any such action, or (E) following the disclosure or announcement of an a Company Acquisition Proposal, fail to reaffirm publicly Proposal or at any other time following the Company Recommendation within ten Business Days after Parent requests reasonable request in writing that the Company Recommendation be reaffirmed publicly by Parent (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Company Acquisition Proposal and once for each increase of price of such Company Acquisition Proposal), fail to reaffirm publicly the Company Recommendation within the earlier of (x) ten (10) Business Days after Parent requests in writing that the Company Recommendation be reaffirmed publicly and once otherwise); (y) two (2) Business Days prior to the Company Meeting (the actions described in this clause (i) being referred to as a “Company Adverse Recommendation Change,” ”) or (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Alternative Acquisition Agreement or (iii) take any action pursuant to Section 9.03(a)Agreement.

Company Adverse Recommendation Change. Except as expressly permitted by Section 7.02(e) or Section 7.02(f), the Board of Directors of the Company (or any committee thereof) shall not (i)(A) fail to include the Company Recommendation in the Schedule 14D-9 or the Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to Parent, the Company Recommendation or make any statement, filing or release, whether in connection with the Offer, obtaining the Company Shareholder Approval or otherwise, inconsistent with the Company Recommendation, (C) within ten Business Days of a tender or exchange offer relating to securities of the Company having been commenced, fail to (x1) publicly recommend against such tender or exchange offer or fail to send to the Company’s securityholders a statement disclosing that the Company recommends rejection of such tender or exchange offer, or (y2) publicly reaffirm the Company Recommendation, (D) adopt, approve or recommend, or publicly propose to approve or recommend to the shareholders of the Company an Acquisition Proposal or resolve or agree to take any such action, action or (E) following the disclosure or announcement of an Acquisition ProposalProposal or at any other time following the request in writing by Parent, fail to reaffirm publicly the Company Recommendation within ten Business Days after Parent requests in writing that the Company Recommendation be reaffirmed publicly (provided that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and once for each increase of price of such Acquisition Proposal, and once otherwise); ) (the actions described in this clause (i) being referred to as a “Company Adverse Recommendation Change,” ”), (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any Alternative Acquisition Agreement or (iii) take any action pursuant to Section 9.03(a).