Common use of Company Change in Recommendation Clause in Contracts

Company Change in Recommendation. Notwithstanding anything to the contrary in this Agreement, if at any time following the date hereof and until the termination of the Merger Agreement pursuant to and in compliance with the terms thereof there occurs a Company Change in Recommendation pursuant to Section 5.8(c) of the Merger Agreement (a “Change of Recommendation Event”), then the obligations of each Stockholder to vote its Securities in accordance with Section 1.1(a) and Section 1.1(e), shall be limited to the number of shares of Company Common Stock held by such Stockholder, rounded down to the nearest whole share, equal to the product of (a) such Stockholder’s Pro Rata Share multiplied by (b) the Covered Company Common Stock (such amount for each Stockholder, the “Covered Securities”); provided that all other obligations and restrictions contained in this Agreement, including those set forth in Section 1.1(b), Section 1.1(c) and Section 1.1(d) shall continue to apply to all of such Stockholder’s Securities; provided, further, however, that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, any Stockholder shall be expressly permitted to vote its Securities that are not Covered Securities in its sole discretion with respect to any Merger Proposal, including against such Merger Proposal. For purposes of this Agreement, (i) the “Covered Company Common Stock” shall mean the total number of shares of Company Common Stock outstanding as of the record date of the applicable stockholder meeting multiplied by 0.3999 and (ii) such Stockholder’s “Pro Rata Share” shall mean the quotient of the number of Securities held by such Stockholder divided by the number of Securities held by all of the Voting Agreement Stockholders in the aggregate.

Company Change in Recommendation. Notwithstanding anything to the contrary in this Agreement, if at any time following the date hereof and until the termination of the Merger Agreement pursuant to and in compliance with the terms thereof Expiration Date there occurs a Company Change in Recommendation pursuant to Section 5.8(c6.3(c) or Section 6.3(f) of the Merger Agreement (a “Change of Recommendation Event”), then the obligations of each Stockholder under Sections 1.1 and 1.2, and the obligations of each Stockholder to vote grant to, and appoint, Parent or its Securities designee as such Stockholder’s proxy and attorney-in-fact in accordance with Section 1.1(a) and Section 1.1(e)1.2, shall be limited to the number of shares of Company Common Stock held by such Stockholder, rounded down to the nearest whole share, equal to the product of (a) such Stockholder’s Pro Rata Share multiplied by (b) the Covered Company Common Stock (as defined below) (such amount for each Stockholder, the “Covered Securities”); provided that all other obligations and restrictions contained in this Agreement, including those set forth in Section 1.1(b), Section 1.1(c) and Section 1.1(d) 1.4 shall continue to apply to all of such Stockholder’s Securities; provided, further, however, that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, any Stockholder shall be expressly permitted to vote its Securities and to grant or appoint any Person as its proxy and attorney-in fact with respect to its Securities that are not Covered Securities in its sole discretion with respect to any Merger Proposal, including against such Merger Proposal. For purposes of this Agreement, (i) the “Covered Company Common Stock” shall mean the total number of shares of Company Common Stock outstanding as of the record date of the applicable stockholder meeting multiplied by 0.3999 and (ii) such Stockholder’s “Pro Rata Share” shall mean the quotient of the number of Securities held by such Stockholder divided by the number of Securities held by all of the Voting Agreement Stockholders in the aggregate.including

Company Change in Recommendation. Notwithstanding anything to the contrary in this Voting Agreement, if at any time following the date hereof and until the termination of the Merger Agreement pursuant to and in compliance with the terms thereof Expiration Date there occurs a Company Change in of Recommendation pursuant to Section 5.8(c4.04(f) of the Merger Agreement (a “Change of Recommendation Event”), then the obligations of each the Stockholder under Section 3(a)(i) and Section 3(c), including the obligations of such Stockholder to vote grant to, and appoint, Parent or its Securities designee as the Stockholder’s proxy and attorney-in-fact in accordance with Section 1.1(a) and Section 1.1(e3(c), shall be limited to the number of shares of Company Common Stock held by such Stockholder, rounded down to the nearest whole share, equal to the product of (a) such Stockholder’s Pro Rata Share multiplied by (b) the Covered Company Common Stock (as defined below) (such amount for each Stockholderamount, the “Covered SecuritiesShares”); provided that all other obligations and restrictions contained in this Voting Agreement, including those set forth in this Section 1.1(b), Section 1.1(c) and Section 1.1(d3(a)(iii) shall continue to apply to all of such Stockholder’s Securitiesthe Subject Shares; provided, further, however, that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, any the Stockholder shall be expressly permitted to vote its Securities Subject Shares and to grant or appoint any Person as its proxy and attorney-in fact with respect to its Subject Shares that are not Covered Securities Shares in its sole discretion with respect to any Merger Proposal, including against such Merger Proposalthe matters set forth in Section 3(a)(i). For purposes of this Voting Agreement, (i) the “Covered Company Common Stock” shall mean the total number of shares of Company Common Stock outstanding as of the record date of the applicable stockholder meeting multiplied by 0.3999 0.30 and (ii) such the Stockholder’s “Pro Rata Share” shall mean the quotient of (A) the number of Securities Subject Shares held by such Stockholder the Stockholder, divided by (B) the sum of (1) the number of Securities Subject Shares held by the Stockholder, plus (2) the number of Subject Shares (as such term is defined in each of the Other Voting Agreements) held by all of the Voting Agreement Stockholders other Supporting Stockholders, in the aggregate.

Company Change in Recommendation. Notwithstanding anything to the contrary in this Voting Agreement, if at any time following the date hereof and until the termination of the Merger Agreement pursuant to and in compliance with the terms thereof Expiration Date there occurs a Company Change in of Recommendation pursuant to Section 5.8(c4.04(f) of the Merger Agreement (a “"Change of Recommendation Event”"), then the obligations of each the Stockholder under Section 3(a)(i) and Section 3(c), including the obligations of such Stockholder to vote grant to, and appoint, Parent or its Securities designee as the Stockholder's proxy and attorney-in-fact in accordance with Section 1.1(a) and Section 1.1(e3(c), shall be limited to the number of shares of Company Common Stock held by such Stockholder, rounded down to the nearest whole share, equal to the product of (a) such Stockholder’s 's Pro Rata Share multiplied by (b) the Covered Company Common Stock (as defined below) (such amount for each Stockholderamount, the “"Covered Securities”Shares"); provided that all other obligations and restrictions contained in this Voting Agreement, including those set forth in this Section 1.1(b), Section 1.1(c) and Section 1.1(d3(a)(iii) shall continue to apply to all of such Stockholder’s Securitiesthe Subject Shares; provided, further, however, that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, any the Stockholder shall be expressly permitted to vote its Securities Subject Shares and to grant or appoint any Person as its proxy and attorney-in fact with respect to its Subject Shares that are not Covered Securities Shares in its sole discretion with respect to any Merger Proposal, including against such Merger Proposalthe matters set forth in Section 3(a)(i). For purposes of this Voting Agreement, (i) the “"Covered Company Common Stock” " shall mean the total number of shares of Company Common Stock outstanding as of the record date of the applicable stockholder meeting multiplied by 0.3999 0.30 and (ii) such the Stockholder’s “'s "Pro Rata Share” " shall mean the quotient of (A) the number of Securities Subject Shares held by such Stockholder the Stockholder, divided by (B) the sum of (1) the number of Securities Subject Shares held by the Stockholder, plus (2) the number of Subject Shares (as such term is defined in each of the Other Voting Agreements) held by all of the Voting Agreement Stockholders other Supporting Stockholders, in the aggregate.. (b)

Company Change in Recommendation. (a) Notwithstanding anything to the contrary in this Agreement, if at any time following the date hereof and until the termination of the Merger Agreement pursuant to and in compliance with the terms thereof Expiration Date there occurs a Company Change in Recommendation pursuant to Section 5.8(c6.3(c) or Section 6.3(f) of the Merger Agreement (a “Change of Recommendation Event”), then the obligations of each Stockholder under Sections 1.1 and 1.2, and the obligations of each Stockholder to vote grant to, and appoint, Parent or its Securities designee as such Stockholder’s proxy and attorney-in-fact in accordance with Section 1.1(a) and Section 1.1(e)1.2, shall be limited to the number of shares of Company Common Stock held by such Stockholder, rounded down to the nearest whole share, equal to the product of (a) such Stockholder’s Pro Rata Share multiplied by (b) the Covered Company Common Stock (as defined below) (such amount for each Stockholder, the “Covered Securities”); provided that all other obligations and restrictions contained in this Agreement, including those set forth in Section 1.1(b), Section 1.1(c) and Section 1.1(d) 1.4 shall continue to apply to all of such Stockholder’s Securities; provided, further, however, that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, any Stockholder shall be expressly permitted to vote its Securities and to grant or appoint any Person as its proxy and attorney-in fact with respect to its Securities that are not Covered Securities in its sole discretion with respect to any Merger Proposal, including against such Merger Proposal. For purposes of this Agreement, (i) the “Covered Company Common Stock” shall mean the total number of shares of Company Common Stock outstanding as of the record date of the applicable stockholder meeting multiplied by 0.3999 and (ii) such Stockholder’s “Pro Rata Share” shall mean the quotient of the number of Securities held by such Stockholder divided by the number of Securities held by all of the Voting Agreement Stockholders in the aggregate.Company

Company Change in Recommendation. Notwithstanding anything to the contrary in this Agreement, if at any time following the date hereof and until the termination of the Merger Agreement pursuant to and in compliance with the terms thereof Expiration Date there occurs a Company Change in Recommendation pursuant to Section 5.8(c6.3(c) or Section 6.3(f) of the Merger Agreement (a “Change of Recommendation Event”), then the obligations of each the Stockholder under Sections 1.1 and 1.2, and the obligations of the Stockholder to vote grant to, and appoint, Parent or its Securities designee as the Stockholder’s proxy and attorney-in-fact in accordance with Section 1.1(a) and Section 1.1(e)1.2, shall be limited to the number of shares of Company Common Stock (on an as-converted basis) held by such the Stockholder, rounded down to the nearest whole share, equal to the product of (a) such the Stockholder’s Pro Rata Share multiplied by (b) the Covered Company Common Stock (as defined below) (such amount for each Stockholderamount, the “Covered Securities”); provided that all other obligations and restrictions contained in this Agreement, including those set forth in Section 1.1(b), Section 1.1(c) and Section 1.1(d) 1.4 shall continue to apply to all of such the Stockholder’s Securities; provided, further, however, that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, any the Stockholder shall be expressly permitted to vote its Securities and to grant or appoint any Person as its proxy and attorney-in fact with respect to its Securities that are not Covered Securities in its sole discretion with respect to any Merger Proposal, including against such Merger Proposal. For purposes of this Agreement, (i) the “Covered Company Common Stock” shall mean the total number of shares of Company Common Stock outstanding as of the record date of the applicable stockholder meeting (including all Company Preferred Stock on an as-converted basis) multiplied by 0.3999 0.35 and (ii) such the Stockholder’s “Pro Rata Share” shall mean the quotient of the number of Securities held by such the Stockholder divided by the number of Securities held by all of the Voting Agreement Stockholders Stockholder and the other stockholders set forth on Exhibit B, in the aggregate.

Company Change in Recommendation. Notwithstanding anything to the contrary in this Agreement, if at any time following the date hereof and until the termination of the Merger Agreement pursuant to and in compliance with the terms thereof Expiration Date there occurs a Company Change in Recommendation pursuant to Section 5.8(c6.3(c) or Section 6.3(f) of the Merger Agreement (a “Change of Recommendation Event”), then the obligations of each the Stockholder under Sections 1.1 and 1.2, and the obligations of the Stockholder to vote grant to, and appoint, Parent or its Securities designee as the Stockholder’s proxy and attorney-in-fact in accordance with Section 1.1(a) and Section 1.1(e)1.2, shall be limited to the number of shares of Company Common Stock (on an as-converted basis) held by such the Stockholder, rounded down to the nearest whole share, equal to the product of (a) such the Stockholder’s Pro Rata Share multiplied by (b) the Covered Company Common Stock (as defined below) (such amount for each Stockholderamount, the “Covered Securities”); provided that all other obligations and restrictions contained in this Agreement, including those set forth in Section 1.1(b), Section 1.1(c) and Section 1.1(d) 1.3 shall continue to apply to all of such the Stockholder’s Securities; provided, further, however, that if a Change of Recommendation Event occurs, notwithstanding any other obligations hereunder, any the Stockholder shall be expressly permitted to vote its Securities and to grant or appoint any Person as its proxy and attorney-in fact with respect to its Securities that are not Covered Securities in its sole discretion with respect to any Merger Proposal, including against such Merger Proposal. For purposes of this Agreement, (i) the “Covered Company Common Stock” shall mean the total number of shares of Company Common Stock outstanding as of the record date of the applicable stockholder meeting (including all Company Preferred Stock on an as-converted basis) multiplied by 0.3999 0.35 and (ii) such the Stockholder’s “Pro Rata Share” shall mean the quotient of the number of Securities held by such the Stockholder divided by the number of Securities held by all of the Voting Agreement Stockholders Stockholder and the other stockholders set forth on Exhibit B, in the aggregate.