Common use of Company Recommendation Clause in Contracts

Company Recommendation. (a) Subject to Section 6.03(b) and Section 6.03(c), neither the Company Board nor any committee thereof shall (i) withhold, withdraw, fail to make, amend or modify in any manner adverse to the transactions contemplated by this Agreement, Parent or Merger Sub, publicly propose to withhold, withdraw, amend or modify in any manner adverse to the transactions contemplated by this Agreement, Parent or Merger Sub, or otherwise make any public statement or proposal inconsistent with, the Company Recommendation, (ii) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal, (iii) fail to recommend against acceptance of any publicly announced Acquisition Proposal within ten Business Days following the public announcement of such Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, or cause or permit the Company or any Subsidiary of the Company to execute or enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement pursuant to Section 6.02) with respect to an Acquisition Proposal or Acquisition Transaction or that could be reasonably expected to materially delay or materially impair the transactions contemplated by this Agreement or (v) resolve or publicly propose to take any action described in the foregoing clauses (i) through (iv) (each of the foregoing actions described in clauses (i) through (v) being referred to as an “Adverse Recommendation Change”).

Company Recommendation. (a) Subject to Section 6.03(b) and Section 6.03(c)Until the Specified Time, neither the Company Board nor any committee thereof shall (i1) (A) withhold, withdraw, fail to make, amend qualify or modify in any a manner adverse to the transactions contemplated by this Agreement, Parent or Merger SubPurchaser, or resolve to or publicly propose to withhold, withdraw, amend qualify, or modify in any a manner adverse to the transactions contemplated by this Agreement, Parent or Merger SubPurchaser, the Company Board Recommendation, (B) remove the Company Board Recommendation from or otherwise fail to include the Company Board Recommendation in the Schedule 14D-9, (C) make any public recommendation or public statement in connection with a tender offer or proposal inconsistent withexchange offer other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Company RecommendationBoard pursuant to Rule 14d-9(f) of the Exchange Act, or (iiD) approve, endorse, adopt recommend or recommenddeclare advisable, or publicly propose to approve, endorserecommend or declare advisable, adopt any Acquisition Proposal (any action described in this clause (1) being referred to as a “Company Adverse Change in Recommendation”) or (2) adopt, approve, recommend, an Acquisition Proposalsubmit to stockholders or declare advisable, (iii) fail or propose to recommend against acceptance of any publicly announced Acquisition Proposal within ten Business Days following the public announcement of such Acquisition Proposaladopt, (iv) approve, endorse or recommend, submit to stockholders or publicly propose to approve, endorse or recommenddeclare advisable, or cause or permit the Company or any Subsidiary of allow the Company to execute or enter intointo any letter of intent (whether or not binding), term sheet, merger agreement, acquisition agreement, option agreement, agreement in principle or similar agreement providing for any Alternative Acquisition Agreement Proposal or any Contract with respect to any Acquisition Proposal, or requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate the Contemplated Transactions, or that would otherwise be reasonably likely to materially impede, interfere with or be inconsistent with, the Contemplated Transactions (other than an Acceptable Confidentiality Agreement pursuant to Section 6.02) with respect to an Acquisition Proposal or Acquisition Transaction or that could be reasonably expected to materially delay or materially impair the transactions contemplated by this Agreement or (v) resolve or publicly propose to take any action described in the foregoing clauses (i) through (ivAgreement) (each of the foregoing actions described in clauses (i) through (v) being referred to as any such Contract, an “Adverse Recommendation ChangeAlternative Acquisition Agreement”).

Company Recommendation. Subject to the terms of Section 4.5(c) hereof, the Board of Directors (aincluding a majority of the "Disinterested Directors" (as such term is defined in Section 1(F) of Article IX of the Company Certificate of Incorporation)) then serving on the Board of Directors) shall (i) recommend that the holders of outstanding shares of Common Stock (A) adopt and approve this Agreement, each of the other Transaction Documents and transactions contemplated hereby and thereby, including the Investment, (B) adopt and approve the Amended and Restated Certificate of Incorporation, and (C) elect to the Board of Directors, effective as of the Closing, the initial Investor Nominees (as such term is defined in the Investor Rights Agreement) set forth in Section 4.3 of the Investor's Disclosure Schedule, in each case in accordance with the applicable provisions of DGCL (collectively, the "Company Recommendation"), and take such lawful action (including the solicitation of proxies) to solicit the adoption, approval and election of the foregoing, and (ii) include the Company Recommendation in the Proxy Statement. Subject to Section 6.03(b) and Section 6.03(c4.5(c), neither the Company Board of Directors nor any committee thereof shall (i) withhold, withdraw, fail to makequalify, modify, change or amend or modify in any manner adverse to the Investor (including pursuant to the Proxy Statement or any amendment thereto), the Company Recommendation or the approval by the Board of Directors of this Agreement and the transactions contemplated by hereby, including the Investment (a "Company Change in Recommendation"). Notwithstanding anything to the contrary set forth in this Agreement, Parent or Merger Sub, publicly propose to withhold, withdraw, amend or modify the Board of Directors may effect a Company Change in Recommendation at any manner adverse time prior to the transactions contemplated by this AgreementClosing, Parent or Merger Sub, or otherwise make any public statement or proposal inconsistent with, the Company Recommendation, (ii) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal, (iii) fail to recommend against acceptance of any publicly announced Acquisition Proposal within ten Business Days following the public announcement of such Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, or cause or permit the Company or any Subsidiary of the Company to execute or enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement pursuant to Section 6.02) with respect to an Acquisition Proposal or Acquisition Transaction or that could be reasonably expected to materially delay or materially impair the transactions contemplated by this Agreement or (v) resolve or publicly propose to take any action described in the foregoing clauses (i) through (iv) (each of the foregoing actions described in clauses (i) through (v) being referred to as an “Adverse Recommendation Change”).if either:

Company Recommendation. (a) Subject to Section 6.03(b) and Section 6.03(c)None of the Company, neither the Board of Directors of the Company Board nor or any committee thereof shall (i) withhold, fail to include in (or remove from) the Schedule 14D-9, withdraw, fail to make, amend adversely qualify or modify in any manner adverse to the transactions contemplated by this Agreement(or resolve, Parent determine or Merger Sub, publicly propose to withhold, withdraw, amend or modify in do any manner adverse to of the transactions contemplated by this Agreement, Parent or Merger Sub, or otherwise make any public statement or proposal inconsistent with, foregoing) the Company Board Recommendation, (ii) approve, endorse, adopt following the date any Acquisition Proposal (or recommendany material modification thereto) is made or commenced, or an intention to make or commence any Acquisition Proposal (or any material modification thereto) is publicly propose proposed or announced, fail to approvereaffirm (publicly, endorseif so requested) the Company Board Recommendation, adopt or recommendwithin three business days after a request by Parent to do so (or, an Acquisition Proposalif earlier, by the second business day prior to the then-scheduled Expiration Date of the Offer), (iii) fail to publicly recommend against acceptance of any publicly announced Acquisition Proposal tender offer or exchange offer (other 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 Business Days following (10) business days after the public announcement commencement of such Acquisition Proposaloffer, (iv) adopt, approve, endorse or recommend, submit to the vote of securityholders or declare advisable any Acquisition Proposal or the entry into any Company Acquisition Agreement (or resolve, determine or publicly propose to approve, endorse or recommend, or cause or permit the Company or do any Subsidiary of the Company to execute or enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement pursuant to Section 6.02foregoing) with respect to an Acquisition Proposal or Acquisition Transaction or that could be reasonably expected to materially delay or materially impair the transactions contemplated by this Agreement or (v) resolve 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 take do any of the foregoing) (any action described in the foregoing clauses (i) through (iv) (each of the foregoing actions described in clauses (i) through (v) being referred to as an “Adverse Recommendation ChangeChange Recommendation”), except as expressly permitted by this Section 5.4.

Company Recommendation. (a) Subject to Section 6.03(b) and Section 6.03(c), neither the Company Board nor any committee thereof shall (i) withhold, withdraw, fail to make, amend or modify in any manner adverse to the transactions contemplated by this Agreement, Parent or Merger Sub, publicly propose to withhold, withdraw, amend or modify in any manner adverse to the transactions contemplated by this Agreement, Parent or Merger Sub, or otherwise make any public statement or proposal inconsistent with, the Company Recommendation, (ii) approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, an Acquisition Proposal, (iii) fail to recommend against acceptance of any publicly announced Acquisition Proposal within ten Business Days following the public announcement of such Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, or cause or permit the Company or any Subsidiary of the Company to execute or enter into, any Alternative Acquisition Agreement (other than an Acceptable Confidentiality Agreement pursuant to Section 6.02) with respect to an Acquisition Proposal or Acquisition Transaction or that could be reasonably expected to materially delay or materially impair the transactions contemplated by this Agreement or (v) resolve or publicly propose to take any action described in the foregoing clauses (i) through (iv) (each of the foregoing actions described in clauses (i) through (v) being referred to as an “Adverse Recommendation Change”).. ACTIVE/110954383.28