Common use of Company Recommendation Clause in Contracts

Company Recommendation. Except as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances), the Company shall cause the Proxy Statement/Prospectus to include the recommendation of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances), neither the Company Board nor any committee thereof shall (i) (A) change, qualify, withhold, modify or withdraw, or authorize or resolve to change, qualify, withhold, modify or withdraw, in any manner adverse to Parent, the approval or recommendation by the Company Board of this Agreement or the Merger, (B) approve, adopt, endorse or recommend, resolve to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover Proposal (excluding any confidential, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal) or fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailed, (C) within five (5) Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any Company Takeover Proposal or material modification thereto is first published or sent or given to the stockholders of the Company (other than Parent, Merger Sub or any of their respective Affiliates or Representatives); provided that Parent may only make such request twice with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made public, (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that a “stop, look and listen” statement pursuant to Rule 14d-9(f) of the Exchange Act shall be deemed not to be a Company Recommendation Change), or (E) publicly propose or agree to do any of the foregoing (any one or more of the foregoing actions described in this clause (i), a “Company Recommendation Change”), or (ii) enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for a transaction referred to in the definition of a “Company Takeover Proposal” (other than an Acceptable Confidentiality Agreement).

Company Recommendation. Except as contemplated by Section 5.03(e5.02(e) (Change in Recommendation Permitted in Certain Circumstances), the Company shall cause the Proxy Statement/Prospectus Statement to include the recommendation of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated by Section 5.03(e5.02(e) (Change in Recommendation Permitted in Certain Circumstances), neither the Company Board nor any committee thereof shall (iA) (Ai) change, qualify, withhold, modify or withdraw, or authorize or resolve to change, qualify, withhold, modify or withdraw, in any manner adverse to Parent, the approval or recommendation by the Company Board of this Agreement or the Merger, (Bii) approve, adopt, endorse or recommend, resolve to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover Proposal (excluding any confidential, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal) or fail to include the Company Recommendation in the Proxy Statement/Prospectus Statement when mailed, (Ciii) within five (5) Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any Company Takeover Proposal or material modification thereto is first published or sent or given to the stockholders of the Company (other than Parent, Merger Sub or any of their respective Affiliates or Representatives); , provided that Parent may only make such request twice with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made public, (Div) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that a “stop, look and listen” statement pursuant to Rule 14d-9(f) of the Exchange Act shall be deemed not to be a Company Recommendation Change), or (Ev) publicly propose or agree to do any of the foregoing (any one or more of the foregoing actions described in this clause (iA), a “Company Recommendation Change”), or (iiB) enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for a transaction referred to in the definition of a “Company Takeover Proposal” (other than an Acceptable Confidentiality Agreement).

Company Recommendation. Except as contemplated permitted by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances5.02(e), the Company shall cause the Joint Proxy Statement/Prospectus to include the recommendation of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated permitted by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances5.02(e), neither the Company Board nor any committee thereof shall not (i) (A) changefail to make, qualify, withhold, withdraw or modify or withdraw, or authorize or resolve to change, qualify, withhold, modify or withdraw, in any a manner adverse to ParentParent or Merger Sub, or propose publicly to fail to make, withdraw or modify in a manner adverse to Parent or Merger Sub, the approval or recommendation by the Company Board of this Agreement or the Merger, Merger (B) approve, adopt, endorse it being understood that taking a neutral position or recommend, resolve to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover Proposal (excluding any confidential, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal) or fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailed, (C) within five (5) Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any Company Takeover Proposal or material modification thereto is first published or sent or given to the stockholders of the Company (other than Parent, Merger Sub or any of their respective Affiliates or Representatives); provided that Parent may only make such request twice no position with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made publicshall be considered an amendment or adverse modification), (Dii) approve, adopt, endorse, recommend or otherwise declare advisable (or publicly propose to approve, adopt, endorse, recommend or otherwise declare advisable) a Company Takeover Proposal, (iii) (1) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 publicly recommend against any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after such Company Takeover Proposal is made public (or such fewer number of days as remains prior to the commencement Company Stockholders Meeting so long as such Company Takeover Proposal is made at least five (5) Business Days prior to the Company Stockholders Meeting), or (2) fail to reaffirm the Company Recommendation within ten (10) Business Days after any written request by Parent to do so after a Company Takeover Proposal shall have been publicly announced or shall have become publicly known (or such fewer number of days as remains prior to the meaning of Rule 14d-2 under Company Stockholders Meeting so long as such request is made at least three (3) Business Days prior to the Exchange Act) of such tender offer or exchange offer (Company Stockholders Meeting), it being understood and agreed that, other than requests for reaffirmation made by Parent within two (2) Business Days of the date that a “stopCompany Takeover Proposal first becomes public, look and listen” statement pursuant Parent shall be entitled to Rule 14d-9(f) request a reaffirmation of the Exchange Act shall be deemed not to be a Company Recommendation Change)on a maximum of two (2) occasions or (iv) authorize any of, or (E) publicly propose resolve, commit or agree to do take any of, the foregoing actions (any of the foregoing (any one or more of the foregoing actions described in this clause clauses (i) through (iv), a “Company Recommendation Change”), or (ii) enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for a transaction referred to in the definition of a “Company Takeover Proposal” (other than an Acceptable Confidentiality Agreement).

Company Recommendation. Except as contemplated by Section 5.03(e(a) (Change in Recommendation Permitted in Certain Circumstances)None of the Company, the Company shall cause the Proxy Statement/Prospectus to include the recommendation Board of Directors of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances), neither the Company Board nor or any committee thereof shall (i) (A) change, qualify, withhold, modify fail to include in (or remove from) the Schedule 14D-9, withdraw, adversely qualify or authorize modify (or resolve resolve, determine or publicly propose to change, qualify, withhold, modify or withdraw, in do any manner adverse to Parent, of the approval or recommendation by foregoing) the Company Board of this Agreement or the MergerRecommendation, (Bii) approve, adopt, endorse or recommend, resolve to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover Proposal (excluding any confidential, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal) or fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailed, (C) within five (5) Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any Company Takeover Acquisition Proposal (or any material modification thereto thereto) is first published made or sent commenced, or given an intention to make or commence any Acquisition Proposal (or any material modification thereto) is publicly proposed or announced, fail to reaffirm (publicly, if so requested) the Company Board Recommendation, within three business days after a request by Parent to do so (or, if earlier, by the second business day prior to the stockholders then-scheduled Expiration Date of the Company Offer) (other than Parent, Merger Sub or any of their respective Affiliates or Representatives); provided it being understood that Parent may only make such request twice with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made publiconly two (2) times in the aggregate), (Diii) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 publicly recommend against acceptance of any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that a “stopother than the Offer or any other tender offer or exchange offer by Parent or Purchaser or any of their Affiliates) for the Shares within ten (10) business days after the commencement of such offer, look and listen” statement pursuant (iv) adopt, approve, recommend, submit to Rule 14d-9(f) the vote of securityholders or declare advisable any Acquisition Proposal or the Exchange Act shall be deemed not to be a entry into any Company Recommendation Change)Acquisition Agreement (or resolve, determine or (E) publicly propose or agree to do any of the foregoing foregoing) or (v) approve any transaction under, or any transaction resulting in any Third Party becoming an “interested stockholder” under, Section 203 of the DGCL (or resolve, determine or publicly propose to do any of the foregoing) (any one or more of the foregoing actions action described in this clause clauses (i), a ) through (v) being referred to as an “Company Recommendation ChangeAdverse Change Recommendation”), or (ii) enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for a transaction referred to in the definition of a “Company Takeover Proposal” (other than an Acceptable Confidentiality Agreement)except as expressly permitted by this Section 5.4.

Company Recommendation. Except as contemplated permitted by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances5.02(e), the Company shall cause the Proxy Statement/Prospectus Statement to include the recommendation of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated permitted by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances5.02(e), neither the Company Board nor any committee thereof shall not (i) (A) changefail to make, qualify, withhold, withdraw or modify or withdraw, or authorize or resolve to change, qualify, withhold, modify or withdraw, in any a manner adverse to ParentParent or Merger Sub, or propose publicly to fail to make, withdraw or modify in a manner adverse to Parent or Merger Sub, the approval or recommendation by the Company Board of this Agreement or the Merger, Merger (B) approve, adopt, endorse it being understood that taking a neutral position or recommend, resolve to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover Proposal (excluding any confidential, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal) or fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailed, (C) within five (5) Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any Company Takeover Proposal or material modification thereto is first published or sent or given to the stockholders of the Company (other than Parent, Merger Sub or any of their respective Affiliates or Representatives); provided that Parent may only make such request twice no position with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made publicshall be considered an amendment or adverse modification), (Dii) approve, adopt, endorse, recommend or otherwise declare advisable (or publicly propose to approve, adopt, endorse, recommend or otherwise declare advisable) a Company Takeover Proposal, (iii) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 (1) publicly recommend against any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) 10 Business Days after such Company Takeover Proposal is made public (or such fewer number of days as remains prior to the commencement Company Stockholders Meeting so long as such Company Takeover Proposal is made at least five Business Days prior to the Company Stockholders Meeting), or (2) fail to reaffirm the Company Recommendation within 10 Business Days after any written request by Parent to do so after a Company Takeover Proposal shall have been publicly announced or shall have become publicly known (or such fewer number of days as remains prior to the meaning of Rule 14d-2 under Company Stockholders Meeting so long as such request is made at least three Business Days prior to the Exchange Act) of such tender offer or exchange offer (Company Stockholders Meeting), it being understood and agreed that, other than requests for reaffirmation made by Parent within two Business Days of the date that a “stopCompany Takeover Proposal first becomes public, look and listen” statement pursuant Parent shall be entitled to Rule 14d-9(f) request a reaffirmation of the Exchange Act shall be deemed not to be a Company Recommendation Change)on a maximum of two occasions or (iv) authorize any of, or (E) publicly propose resolve, commit or agree to do take any of, the foregoing actions (any of the foregoing (any one or more of the foregoing actions described in this clause clauses (i) through (iv), a “Company Recommendation Change”), or (ii) enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for a transaction referred to in the definition of a “Company Takeover Proposal” (other than an Acceptable Confidentiality Agreement).

Company Recommendation. Except as contemplated by Section 5.03(e(a) (Change in Recommendation Permitted in Certain Circumstances), Neither the Company shall cause the Proxy Statement/Prospectus to include the recommendation Board of Directors of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances), neither the Company Board nor any committee thereof shall (i) (A) changewithhold, withdraw, qualify, withhold, amend or modify or withdraw, or authorize or resolve to change, qualify, withhold, modify or withdraw, in any a manner adverse to ParentParent or Merger Sub, the approval Company Recommendation or recommendation by make any public announcement inconsistent with the Company Board of this Agreement Recommendation (it being understood that taking a neutral position or the Mergerno position with respect to an Acquisition Proposal shall be considered an adverse modification), (Bii) if a tender offer or exchange offer for Company Common Stock that constitutes an Acquisition Proposal (whether or not a Superior Proposal) is commenced by a Person unaffiliated with Parent, fail to file, within ten (10) Business Days following Parent’s written request to do so, a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the shareholders reject such Acquisition Proposal, (iii) approve, adoptrecommend or declare advisable any Acquisition Proposal made or received after the date hereof, endorse (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or recommend, resolve other agreement constituting or relating to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover any Acquisition Proposal (excluding any confidential, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposalother than an Acceptable Confidentiality Agreement as permitted under Section 5.2(c)) or (v) fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailedSchedule 14D-9, (Cvi) within five (5) Business Days of Parent’s written requestrelease any Person from, or grant any waiver of, or fail to make enforce any standstill or reaffirm similar agreement, unless the Company Recommendation following the date Company’s Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that it would be inconsistent with its fiduciary duties under applicable Law not to do so, or (vii) take any Company Takeover Proposal or material modification thereto is first published or sent or given action pursuant to the stockholders of the Company which any Person (other than Parent, Merger Sub or any of their respective Affiliates Affiliates) or Representatives); provided that Parent may only make such request twice with respect Acquisition Proposal would become exempt from or not otherwise subject to any Company Takeover Proposal and once with respect to any material modification thereto that is made public, Law (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that a “stop, look and listen” statement pursuant to Rule 14d-9(f) of the Exchange Act shall be deemed not to be a Company Recommendation Change), or (E) publicly propose or agree to do any of the foregoing (any one or more of the foregoing actions described in this clause clauses (i) through (vii) of this Section 5.3(a), a “Company Recommendation ChangeChange of Recommendation”), or (ii) enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for a transaction referred to in the definition of a “Company Takeover Proposal” (other than an Acceptable Confidentiality Agreement).

Company Recommendation. Except as contemplated by (a) Subject to Section 5.03(e6.03(b) (Change in Recommendation Permitted in Certain Circumstances), the Company shall cause the Proxy Statement/Prospectus to include the recommendation of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated by and Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances6.03(c), neither the Company Board nor any committee thereof shall (i) (A) change, qualifyfail to make, withhold, modify or withdraw, amend, qualify or authorize modify, or resolve publicly propose to change, qualify, withhold, modify withdraw, amend, qualify or withdrawmodify, in any manner adverse to ParentParent or Merger Sub, the approval or recommendation by the Company Board of this Agreement or the MergerRecommendation, (B) approve, adopt, endorse or recommend, resolve to or announce its intention to, approve, endorse, recommend or declare advisable, or publicly propose to adopt, endorse approve, endorse, recommend or recommenddeclare advisable, an Acquisition Proposal, (C) fail to recommend against acceptance of any Third Party tender offer or exchange offer for the shares of Company Common Stock within ten Business Days after commencement of such offer pursuant to Rule 14d-2 of the Exchange Act or (y) issue a public press release within ten Business Days following the first public announcement of any Acquisition Proposal by a Third Party (other than by commencement of a tender or exchange offer) reaffirming the Company Takeover Proposal Recommendation, (excluding any confidentialD) fail to publicly reaffirm the Company Recommendation within ten Business Days after Parent so requests in writing (it being understood that the Company will have no obligation to make such reaffirmation on more than three separate occasions), non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal(E) or fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailed, (CF) within five (5) Business Days of Parent’s written requesttake any formal action or make any recommendation or public statement in connection with a tender or exchange offer, fail to make other than a recommendation against such offer or reaffirm a “stop, look and listen” communication by the Company Recommendation following the date any Company Takeover Proposal Board (or material modification thereto is first published or sent or given a committee thereof) to the Company stockholders of pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) (it being understood that the Company Board (other than Parent, Merger Sub or any of their respective Affiliates or Representatives); provided that Parent a committee thereof) may only make such request twice refrain from taking a position with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made public, (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Company Takeover an Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under until the Exchange Act within ten (10) close of business on the 10th Business Days Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such a tender offer or exchange offer (it in connection with such Acquisition Proposal without such action being understood and agreed that considered a “stop, look and listen” statement pursuant to Rule 14d-9(fviolation of this Section 6.03) of the Exchange Act shall be deemed not to be a Company Recommendation Change), or (EG) resolve or publicly propose or agree to do take any of action described in the foregoing clauses (any one or more A) through (F) (each of the foregoing actions described in this clause clauses (i), a A) through (G) being referred to as an “Company Adverse Recommendation Change”), ) or (ii) cause or permit the Company or any Subsidiary of the Company to execute or enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, any letter of intent, agreement in principlememorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for a transaction referred contract or agreement with respect to in the definition of a “Company Takeover Proposal” an Acquisition Proposal (other than an Acceptable Confidentiality Agreement, or such other permitted confidentiality agreement, pursuant to Section 6.02) (each, an “Alternative Acquisition Agreement”).

Company Recommendation. Except as contemplated by Section 5.03(e(a) (Change in Recommendation Permitted in Certain Circumstances), Neither the Company shall cause the Proxy Statement/Prospectus to include the recommendation Board of Directors of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances), neither the Company Board nor any committee thereof shall (i) (A) changewithhold, withdraw, qualify, withhold, amend or modify or withdraw, or authorize or resolve to change, qualify, withhold, modify or withdraw, in any a manner adverse to ParentParent or Merger Sub, the approval Company Recommendation or recommendation by make any public announcement inconsistent with the Company Board of this Agreement Recommendation (it being understood that taking a neutral position or the Mergerno position with respect to an Acquisition Proposal shall be considered an adverse modification), (Bii) if a tender offer or exchange offer for Company Common Stock that constitutes an Acquisition Proposal (whether or not a Superior Proposal) is commenced by a Person unaffiliated with Parent, fail to file, within ten (10) Business Days following Parent's written request to do so, a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act recommending that the shareholders reject such Acquisition Proposal, (iii) approve, adoptrecommend or declare advisable any Acquisition Proposal made or received after the date hereof, endorse (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or recommend, resolve other agreement constituting or relating to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover any Acquisition Proposal (excluding any confidential, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposalother than an Acceptable Confidentiality Agreement as permitted under Section 5.2(c)) or (v) fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailedSchedule 14D-9, (Cvi) within five (5) Business Days of Parent’s written requestrelease any Person from, or grant any waiver of, or fail to make enforce any standstill or reaffirm similar agreement, unless the Company Recommendation following the date Company's Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that it would be inconsistent with its fiduciary duties under applicable Law not to do so, or (vii) take any Company Takeover Proposal or material modification thereto is first published or sent or given action pursuant to the stockholders of the Company which any Person (other than Parent, Merger Sub or any of their respective Affiliates Affiliates) or Representatives); provided that Parent may only make such request twice with respect Acquisition Proposal would become exempt from or not otherwise subject to any Company Takeover Proposal and once with respect to any material modification thereto that is made public, Law (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that a “stop, look and listen” statement pursuant to Rule 14d-9(f) of the Exchange Act shall be deemed not to be a Company Recommendation Change), or (E) publicly propose or agree to do any of the foregoing (any one or more of the foregoing actions described in this clause clauses (i) through (vii) of this Section 5.3(a), a “"Company Recommendation Change”), or (ii) enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, any letter Change of intent, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for a transaction referred to in the definition of a “Company Takeover Proposal” (other than an Acceptable Confidentiality AgreementRecommendation").

Company Recommendation. Except as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances)Subject to the provisions described below, Adeza’s board of directors agreed to recommend that the Company shall cause the Proxy Statement/Prospectus to include the recommendation holders of the Company Board Shares accept the Offer, tender their Shares to the Company’s stockholders that they give Purchaser pursuant to the Company Stockholder Approval (Offer and, if necessary under applicable law, adopt the Merger Agreement in accordance with the applicable provisions of DGCL. This is referred to as the “Company Recommendation”). Except as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances), neither the Company Board nor any committee thereof shall (i) (A) change, qualify, withhold, modify or withdraw, or authorize or resolve to change, qualify, withhold, modify or withdraw, in any manner adverse to Parent, the approval or recommendation by the Company Board .” Adeza’s board of this Agreement or the Merger, (B) approve, adopt, endorse or recommend, resolve to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover Proposal (excluding any confidential, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal) or fail directors also agreed to include the Company Recommendation in the Proxy Statement/Prospectus when mailed, (C) within five (5) Business Days of Parent’s written request, fail Schedule 14D-9 and to make or reaffirm permit Cytyc to include the Company Recommendation following the date any Company Takeover Proposal or material modification thereto is first published or sent or given in this Offer to Purchase and related Offer documents. Subject to the stockholders provisions described below, the Merger Agreement provides that neither Adeza’s board of directors nor any committee thereof will withdraw, qualify, modify, change or amend in any manner adverse to Cytyc or Purchaser (including pursuant to the Schedule 14D-9 or any amendment thereto): • the Company Recommendation; • the approval by Adeza’s board of directors of the Company (Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger; or • the approval by the compensation committee of Adeza’s board of directors of certain Adeza compensation arrangements as “employment compensation, severance or other than Parent, Merger Sub or any employee benefit arrangements” for purposes of their respective Affiliates or Representatives); provided that Parent may only make such request twice with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made public, (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under satisfying the Exchange Act within ten (10) Business Days after requirements of the commencement (within the meaning non-exclusive safe-harbor of Rule 14d-2 14d-10(d)(2) under the Exchange Act) . Table of such tender offer or exchange offer (it being understood and agreed that a “stop, look and listen” statement pursuant Contents These actions are referred to Rule 14d-9(f) of in the Exchange Act shall be deemed not to be a Company Recommendation Change), or (E) publicly propose or agree to do any of the foregoing (any one or more of the foregoing actions described in this clause (i), Merger Agreement as a “Company Change in Recommendation.” Notwithstanding any other provisions in the Merger Agreement, Adeza’s board of directors may effect a Company Change in Recommendation Change”at any time before the completion of the Merger, if: • Adeza’s board of directors has received an Acquisition Proposal (that has not been withdrawn) that constitutes a Superior Proposal, and such Acquisition Proposal did not result from a breach or violation of the no solicitation provisions of the Merger Agreement; • Adeza’s board of directors determines in good faith, after consultation with its outside legal counsel, and after considering in good faith any counter-offer or proposal made by Cytyc during the two-day period described below, that the failure to effect a Company Change in Recommendation in light of the Superior Proposal would be a breach of its fiduciary duties to Adeza’s stockholders under applicable law; • at least two days prior to the Company Change in Recommendation, Adeza provided Cytyc a written notice of its intention to make the Company Change in Recommendation, which we refer to as a “notice of change in recommendation.” Such notice of change in recommendation shall not be deemed to be, in and of itself, a Company Change in Recommendation, and must specify the material terms and conditions of the Superior Proposal, including a copy of the Superior Proposal and identifying the person making the Superior Proposal; • during the two-day period after Cytyc’s receipt of the notice of change in recommendation, Adeza has given Cytyc the opportunity to meet with Adeza and its representatives, and at Cytyc’s request, has negotiated in good faith regarding the terms of possible revisions to the terms of the Merger Agreement; and • Cytyc does not, within the two-day period after Cytyc’s receipt of a notice of change in recommendation, make an offer that Adeza’s board of directors determines in good faith, after consultation with its financial advisor and outside legal counsel, to be at least as favorable to Adeza’s stockholders as the Superior Proposal. The Merger Agreement provides that any amendment to the financial terms or any other material terms of a Superior Proposal require Adeza to deliver a new notice of change in recommendation and a new one-day response period. Notwithstanding the foregoing provisions, at any time before the completion of the Merger, Adeza’s board of directors may effect a Company Change in Recommendation other than in connection with a Superior Proposal if: • Adeza’s board of directors determines in good faith after consultation with its outside legal counsel that the failure to effect a Company Change in Recommendation could reasonably be expected to result in a breach of its fiduciary duties to Adeza’s stockholders under applicable law; • at least two days prior to such Company Change in Recommendation, Adeza provided Cytyc with a notice of change in recommendation specifying in sufficient detail the circumstances for such proposed Company Change in Recommendation; and • during the two-day period following Cytyc’s receipt of the notice of change in recommendation, Adeza has given Cytyc the opportunity to meet with Adeza and its representatives, and at Cytyc’s request, negotiated in good faith regarding the terms of possible revisions to the terms of the Merger Agreement. Adeza may not enter into any agreement (other than a confidentiality agreement permitted under the no solicitation provisions of the Merger Agreement), or (ii) enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, any including a letter of intent, agreement in principlewith respect to a Superior Proposal unless the Merger Agreement has been or concurrently is validly terminated by its terms and Cytyc has received, merger agreementTable of Contents by wire transfer of immediately available funds, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for a transaction referred any amounts due to in Cytyc under the definition termination fee provisions of a “Company Takeover Proposal” (other than an Acceptable Confidentiality the Merger Agreement described below. For purposes of this Offer to Purchase and the Merger Agreement).:

Company Recommendation. Except as contemplated expressly permitted by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances), the Company shall cause the Proxy Statement/Prospectus to include the recommendation of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated by Section 5.03(e5.02(e) (Change in Recommendation Permitted in Certain Circumstances), neither of the Company Board nor any duly authorized committee thereof shall (i) fail to include in the Proxy Statement the Company Recommendation or otherwise fail to make the Company Recommendation; (Aii) change, qualifymodify, withhold, modify qualify or withdraw, or authorize resolve or resolve propose publicly to change, qualifymodify, withhold, modify qualify or withdraw, in any each case, in a manner adverse to Parent, the approval Company Recommendation; (iii) make any recommendation or public announcement in response to a tender or exchange offer commenced by any Person(s), other than an express recommendation (made pursuant to Rule 14e-2(a)(1) under the Exchange Act) that the Company’s stockholders reject such tender or exchange offer, or a temporary “stop-look-listen” communication by the Company Board of this Agreement or (made pursuant to Rule 14d-9(f) under the Merger, Exchange Act); (Biv) approve, adopt, endorse or recommend, resolve fail to or announce its intention to, approve, adopt, endorse or recommend, publicly recommend against a Company Takeover Proposal (excluding any confidentialProposal, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal) or fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailed, (C) within five (5) Business Days of Parent’s written request, fail to make or publicly reaffirm the Company Recommendation following the date any Company Takeover Proposal or material modification thereto is first published or sent or given to the stockholders of the Company (other than Parent, Merger Sub or any of their respective Affiliates or Representatives); provided that Parent may only make such request twice with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made public, (D) fail to recommendRecommendation, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act each case, within ten (10) Business Days after any written request by Parent to do so, which is transmitted to the commencement Company subsequent to any public announcement by any Person of a Company Takeover Proposal (within provided, however, the meaning Company shall not be obligated to publicly recommend against a Company Takeover Proposal or to publicly reaffirm the Company Recommendation upon such a request by Parent more than once in respect of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (any publicly announced Company Takeover Proposal, it being understood acknowledged and agreed that the public announcement of a “stop, look and listen” statement pursuant material modification to Rule 14d-9(f) of the Exchange Act such Company Takeover Proposal shall be deemed not to be considered a new Company Recommendation Change), or (E) publicly propose or agree to do any Takeover Proposal for purposes of the foregoing (any one or more of the foregoing actions described in this clause (iiv), a “Company Recommendation Change”), ; or (iiv) enter into, approve, adopt, endorse adopt or recommend, or resolve or propose publicly to enter into, approve, adopt, endorse adopt or recommend, any Company Takeover Proposal or any letter of intent, agreement in agreement-in-principle, expression of interest, term sheet, merger agreement, acquisition or business combination agreement, asset sale or transfer agreement, restructuring, reorganization or recapitalization agreement, option agreement, joint venture agreement, partnership agreement agreement, or other Contract contemplating, or providing for for, a transaction referred to in the definition of a “Company Takeover Proposal” Proposal (other than an Acceptable Confidentiality AgreementAgreement permitted by Section 5.02(c) (Discussions Permitted in Certain Circumstances)) (any one or more of the foregoing actions enumerated in clauses (i), (ii), (iii) and (iv) of this Section 5.02(d) constituting, a “Company Recommendation Change”).

Company Recommendation. Except as contemplated permitted by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances4.8(e), the Company shall cause the Proxy Statement/Prospectus Statement to include the recommendation of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated permitted by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances4.8(e), neither the Company Board nor any committee thereof shall (i) (A) change, qualify, withhold, withdraw or modify or withdraw, or authorize or resolve to change, qualify, withhold, modify or withdraw, in any a manner adverse to ParentWintrust or Merger Co., or propose publicly to withdraw or modify in a manner adverse to Wintrust or Merger Co., the approval or recommendation by the Company Board of this Agreement or the Merger, Merger (B) approve, adopt, endorse it being understood that taking a neutral position or recommend, resolve to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover Proposal (excluding any confidential, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal) or fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailed, (C) within five (5) Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any Company Takeover Proposal or material modification thereto is first published or sent or given to the stockholders of the Company (other than Parent, Merger Sub or any of their respective Affiliates or Representatives); provided that Parent may only make such request twice no position with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made public, (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that a “stop, look and listen” statement pursuant to Rule 14d-9(f) of the Exchange Act shall be deemed not to be a Company Recommendation Changeconsidered an amendment or adverse modification), or (E) publicly propose or agree to do any of the foregoing (any one or more of the foregoing actions described in this clause (i), a “Company Recommendation Change”), or (ii) enter into, approve, adopt, endorse adopt or recommend, or propose publicly to enter into, approve, adopt, endorse adopt or recommend, any Company Takeover Proposal or any letter of intent, term sheet, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for or instrument constituting or relating to any Company Takeover Proposal (other than a transaction referred confidentiality agreement permitted by this Section 4.8), (iii) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation, or any restrictive provision of any applicable anti-takeover provision in the definition Articles of Incorporation or bylaws of the Company, inapplicable to any transactions contemplated by a Company Takeover Proposal, or take any other action inconsistent with the Company Recommendation, (iv) waive the benefits of, provide any consent under, permit any noncompliance with, fail to enforce, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which the Company or any Company Subsidiary is a party or (v) authorize any of, or resolve, commit or agree to take any of, the foregoing actions (any of the foregoing, a “Company Takeover Proposal” (other than an Acceptable Confidentiality AgreementRecommendation Change”).. Without limiting the foregoing, any violation of the restrictions set forth in the preceding sentence by any Representative of the Company shall be deemed to be a Company Recommendation Change. 41

Company Recommendation. Except as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances), the Company shall cause the Proxy Statement/Prospectus to include the recommendation of the Company Board to the Company’s stockholders that they give the Company Stockholder Approval (the “Company Recommendation”). Except as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances)set forth herein, neither the Company Board nor any committee thereof shall until the Agreement is terminated pursuant to Section 15.1 (i) (A) change, qualifywithdraw, withhold, modify qualify or withdrawmodify, or authorize or resolve publicly propose to change, qualifywithdraw, withhold, modify qualify or withdrawmodify, in any a manner adverse to Parentthe Transactions, the approval or recommendation by the Company Board or any such committee to the Company’s Shareholders of this Agreement or the Merger, (Bii) approve, adopt, endorse approve or recommend or publicly propose to approve or recommend, resolve to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover any Acquisition Proposal (excluding any confidential, non-public recommendation action referred to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal) or fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailed, (C) within five (5) Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following the date any Company Takeover Proposal or material modification thereto is first published or sent or given to the stockholders of the Company (other than Parent, Merger Sub or any of their respective Affiliates or Representatives); provided that Parent may only make such request twice with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made public, (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Company Takeover Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that a “stop, look and listen” statement pursuant to Rule 14d-9(f) of the Exchange Act shall be deemed not to be a Company Recommendation Change), or (E) publicly propose or agree to do any of the foregoing (any one or more of the foregoing actions described in this clause clauses (i), a ) and (ii) being referred to as an “Company Adverse Recommendation Change”), ) or (iiiii) enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership merger agreement or other Contract similar binding or non-binding agreement (an “Alternative Acquisition Agreement”), or any letter of intent or agreement in principle with respect thereto, providing for the consummation of a transaction contemplated by any Acquisition Proposal (other than a confidentiality agreement referred to in Section 7.2 entered into in the definition circumstances referred to in Section 7.2). If the Company receives a written bona fide Acquisition Proposal, the Company shall promptly, following a determination by the Company Board based on the written advice of its outside legal counsel and financial advisors that such Acquisition Proposal is a Superior Proposal, notify Parent of such determination. For purposes of this Agreement, a “Company Takeover Superior Proposal” is a bona fide written Acquisition Proposal to acquire all of the equity securities of the Company or all of the consolidated assets of the Company and its Subsidiaries (A) on terms which the Company Board determines, based on the written advice of its outside legal counsel and financial advisors, to be more favorable to the Company Shareholders than the Transactions, taking into account all the financial, regulatory, legal and other than an Acceptable Confidentiality aspects of such proposal and this Agreement), including the timing and likelihood of consummating the Transactions, and (B) which the Company Board has determined in its good faith judgment after consultations with its outside legal counsel and financial advisors, to be reasonably capable of being completed on the terms proposed, taking into account all financial, regulatory, legal, timing, and other aspects of such proposal.

Company Recommendation. Except as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances), the Company shall cause the Proxy Statement/Prospectus to include the recommendation The board of directors of the Company Board has approved the Tender Offer and the Merger and determined that the Tender Offer and the Merger are fair to and in the best interests of the Company's shareholders and has adopted resolutions recommending acceptance of the Tender Offer and approval and adoption of the Merger and this Agreement by the shareholders of the Company, and the Company hereby consents to the Company’s stockholders that they give the Tender Offer. The Company Stockholder Approval (the “Company Recommendation”). Except shall, as contemplated by Section 5.03(e) (Change in Recommendation Permitted in Certain Circumstances), neither the Company Board nor any committee thereof shall (i) (A) change, qualify, withhold, modify soon as practicable on or withdraw, or authorize or resolve to change, qualify, withhold, modify or withdraw, in any manner adverse to Parent, the approval or recommendation by the Company Board of this Agreement or the Merger, (B) approve, adopt, endorse or recommend, resolve to or announce its intention to, approve, adopt, endorse or recommend, a Company Takeover Proposal (excluding any confidential, non-public recommendation to review, consider, clarify, discuss, evaluate or negotiate any Company Takeover Proposal) or fail to include the Company Recommendation in the Proxy Statement/Prospectus when mailed, (C) within five (5) Business Days of Parent’s written request, fail to make or reaffirm the Company Recommendation following after the date any Company Takeover Proposal or material modification thereto is first published or sent or given to the stockholders of commencement of the Company (other than ParentTender Offer, Merger Sub or any of their respective Affiliates or Representatives); provided that Parent may only make such request twice file with respect to any Company Takeover Proposal and once with respect to any material modification thereto that is made public, (D) fail to recommend, in the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 against any (as amended from time to time, the "Schedule 14D-9") which shall reflect the foregoing recommendations of the Company's board of directors, and copies of the Schedule 14D-9 (excluding exhibits) shall be enclosed with the Tender Offer Documents to be mailed to the shareholders of the Company Takeover Proposal that is a tender offer or exchange offer subject in connection with the Tender Offer. The Schedule 14D-9 shall comply as to Regulation 14D promulgated under form in all material respects with the Exchange Act within ten (10) Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that a “stop, look and listen” statement pursuant to Rule 14d-9(f) requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the holders of shares of Company Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser specifically for inclusion in the Schedule 14D-9. Each of Parent, Purchaser and the Company agrees promptly to correct any information supplied by it specifically for inclusion in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Stock, in each case as and to the extent required by applicable United States securities laws. The Company agrees to provide Parent and Purchaser and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The board of directors of the Company shall be deemed not entitled to be a Company Recommendation Change), or (E) publicly propose or agree change their foregoing recommendations and to do any amend the Schedule 14D-9 accordingly only to the extent required by their fiduciary duties under applicable law after the receipt of the foregoing (any one or more written advice of the foregoing actions described counsel in this clause (i), a “Company Recommendation Change”), or (ii) enter into, approve, adopt, endorse or recommend, or propose publicly to enter into, approve, adopt, endorse or recommend, any letter of intent, agreement connection with an Alternative Proposal as provided in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other Contract providing for a transaction referred to in the definition of a “Company Takeover Proposal” (other than an Acceptable Confidentiality Agreement)Section 4.5 hereof.