Common use of No Change in Recommendation or Alternative Acquisition Agreement Clause in Contracts

No Change in Recommendation or Alternative Acquisition Agreement. Prior to the Specified Time: (i) the Company Board shall not, except as permitted by this Section 6.1, withhold, withdraw or modify, or publicly propose to withhold, withdraw or modify, in a manner adverse to the Buyer, the Recommendation; (ii) the Company shall not approve or recommend or enter into any Alternative Acquisition Agreement that is intended to be or would reasonably be likely to result in, any Acquisition Proposal (other than a confidentiality agreement referred to in Section 6.1(a) entered into in the circumstances referred to in Section 6.1(a) and except as otherwise permitted by this Section 6.1); and (iii) the Company Board shall not, except as set forth in this Section 6.1, approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to the Specified Time, the Company Board determines in good faith, after consultation with outside counsel, that such action is reasonably necessary to comply with its fiduciary duties under applicable Law, the Company Board may (x) withhold, withdraw or modify, or propose publicly to withhold, withdraw or modify, in a manner adverse to the Buyer or the Acquisition Sub, the Recommendation (a “Change of Recommendation”) and/or (y) if the Company receives an unsolicited bona fide written Acquisition Proposal which the Company Board determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal, after considering all of the adjustments to the terms of this Agreement which may be offered by the Buyer including pursuant to clause (ii) below, terminate this Agreement and enter into a definitive agreement with respect to such Superior Proposal (provided that in the event of such a termination, the Company substantially concurrently enters into such definitive agreement); provided, however, that (A) the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless, concurrently with such termination the Company pays the Termination Fee pursuant to Section 8.3(b), and otherwise complies with the provisions of Section 8.1(g), (B) the Company shall not have breached this Section 6.01, and (C):

No Change in Recommendation or Alternative Acquisition Agreement. Prior to (a) Except as provided in Section 6.6.6, the Specified Time: Board and each committee of the Board shall not (i) the Company Board shall not, except as permitted by this Section 6.1, withhold, withdraw withdraw, qualify or modify, modify (or publicly propose or resolve to withhold, withdraw withdraw, qualify or modify), in a manner adverse to the BuyerPurchaser, the Board Recommendation; , fail to include the Board Recommendation in the Proxy Statement, fail to publicly reaffirm the Board Recommendation within three (3) Business Days after Purchaser requests in writing that such action be taken, or adopt, approve, recommend or otherwise declare advisable (or publicly propose or resolve to adopt, approve, recommend or otherwise declare advisable) any Acquisition Proposal or make or authorize the making of any public statement (oral or written) that has the substantive effect of such a withdrawal, qualification or modification (each, a “Change in Recommendation”) or (ii) the Company shall not approve adopt, approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, cause or permit Seller to execute or enter into any Alternative Acquisition Contract, including any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, license agreement, partnership agreement, lease agreement or other agreement (other than an Acceptable Confidentiality Agreement referred to in Section 6.6.2 entered into in compliance therewith) with respect to, or that is intended to be or would could reasonably be likely expected to result inlead to, any Acquisition Proposal or requiring, or reasonably expected to cause, Seller (other than a confidentiality agreement referred or that would require Seller) to in Section 6.1(a) entered into in abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the circumstances referred to in Section 6.1(a) and except as otherwise permitted transactions contemplated by this Section 6.1Agreement (an “Alternative Acquisition Agreement”); and (iii) the Company Board shall not, except as set forth in this Section 6.1, approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to the Specified Time, the Company Board determines in good faith, after consultation with outside counsel, that such action is reasonably necessary to comply with its fiduciary duties under applicable Law, the Company Board may (x) withhold, withdraw or modify, or propose publicly to withhold, withdraw or modify, in a manner adverse to the Buyer or the Acquisition Sub, the Recommendation (a “Change of Recommendation”) and/or (y) if the Company receives an unsolicited bona fide written Acquisition Proposal which the Company Board determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal, after considering all of the adjustments to the terms of this Agreement which may be offered by the Buyer including pursuant to clause (ii) below, terminate this Agreement and enter into a definitive agreement with respect to such Superior Proposal (provided that in the event of such a termination, the Company substantially concurrently enters into such definitive agreement); provided, however, that (A) the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless, concurrently with such termination the Company pays the Termination Fee pursuant to Section 8.3(b), and otherwise complies with the provisions of Section 8.1(g), (B) the Company shall not have breached this Section 6.01, and (C):.

No Change in Recommendation or Alternative Acquisition Agreement. Prior to From the Specified Time: (i) date hereof until the termination of this Agreement in accordance with the terms hereof, the Company Board shall not, except as permitted by this Section 6.1, withhold, withdraw or modify, or publicly propose to (i) withhold, withdraw or modify, in a manner adverse to the Buyer, the Company Board Recommendation; , (ii) approve or recommend, or propose publicly to approve or recommend, or cause the Company shall not approve or recommend or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement (an “Alternative Acquisition Agreement that is intended to be or would reasonably be likely to result in, Agreement”) providing for the consummation of a transaction contemplated by any Acquisition Proposal (other than a confidentiality agreement referred to in Section 6.1(a) entered into in the circumstances referred to in Section 6.1(a) and except as otherwise permitted by this Section 6.1); and (iii) the Company Board shall notadopt, except as set forth in this Section 6.1, approve, endorse, adopt approve or recommend, or publicly propose to approve, endorse, adopt or recommend, recommend any Acquisition ProposalProposal (any action described in clauses (i) or (iii) being referred to as a “Company Adverse Recommendation Change”). Notwithstanding anything to the contrary set forth in this Agreement, if, prior Agreement (but subject to the Specified Timenext sentence), the Company or the Company Board may take any action otherwise prohibited by this Section 6.1(c) if the Company Board determines in good faith, after consultation with outside counsel, that such action is reasonably necessary to comply with its fiduciary duties obligations under applicable Law, Law or that failure to take such action could violate their fiduciary duties to the Company Board may (x) withhold, withdraw or modify, or propose publicly to withhold, withdraw or modify, in a manner adverse to the Buyer or the Acquisition Sub, the Recommendation (a “Change of Recommendation”) and/or (y) if the Company receives an unsolicited bona fide written Acquisition Proposal which the Company Board determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal, after considering all of the adjustments to the terms of this Agreement which may be offered by the Buyer including pursuant to clause (ii) below, terminate this Agreement and enter into a definitive agreement with respect to such Superior Proposal (provided that in the event of such a termination, the Company substantially concurrently enters into such definitive agreement)stockholders; provided, however, that no Company Adverse Recommendation Change may be made in response to a Superior Proposal until the third Business Day following the Company’s delivery to Buyer of written notice (Aunless at the time such notice is otherwise required to be given there are less than three Business Days prior to the Company Stockholders Meeting, in which case the Company shall provide as much notice as is reasonably practicable) from the Company (a “Company Adverse Recommendation Notice”) advising the Buyer that the Company Board intends to make such Company Adverse Recommendation Change and specifying the terms and conditions of such Superior Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new Company Adverse Recommendation Notice and a new three Business Day period (unless at the time such notice is otherwise required to be given there are less than three Business Days prior to the Company Stockholders Meeting, in which case the Company shall provide as much notice as is reasonably practicable)). However, the Company Board shall nevertheless not make such an Adverse Recommendation Change, unless, (x) the Company shall not terminate this Agreement pursuant notifies the Buyer in writing at least three Business Days (or such lesser period as is reasonably practicable if less than three Business Days remain before the Company Stockholders Meeting) before taking that action, of its intention to make an Adverse Recommendation Change and attaching the most current version of any proposed agreement or a detailed summary of all material terms of any such proposal and the identity of the offeror (to the foregoing clause (yextent not prohibited by any confidentiality agreement executed by the Company prior to the date hereof), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force the Buyer does not propose, within three Business Days (or effect, unless, concurrently with such termination lesser period as specified above) after delivery by the Company pays of that written notification, such adjustments to the Termination Fee pursuant to Section 8.3(b), terms and otherwise complies with the provisions conditions of Section 8.1(g), (B) this Agreement as would enable the Company shall not have breached this Section 6.01, and (C):Board to proceed with its recommendation to its stockholders without an Adverse Recommendation Change.

No Change in Recommendation or Alternative Acquisition Agreement. Prior to Except as provided in Section 6.2(f) and Section 6.2(g), the Specified Time: Company’s board of directors (and each of its committees) shall not (i) the Company Board shall not, except as permitted by this Section 6.1, withhold, withdraw withdraw, qualify or modify, modify (or publicly propose to withhold, withdraw withdraw, qualify or modify), in a manner adverse to the BuyerParent, the Company Recommendation or approve, recommend or otherwise declare advisable any Acquisition Proposal (each, a “Change in Recommendation; ”), (ii) cause or permit the Company shall not approve or recommend or any of its Subsidiaries to enter into any Alternative Acquisition Agreement letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement partnership agreement or other agreement (other than an Acceptable Confidentiality Agreement) relating to, or that is intended to be or would reasonably be likely expected to result inlead to, any Acquisition Proposal (other than a confidentiality agreement referred to in Section 6.1(a) entered into in the circumstances referred to in Section 6.1(a) and except as otherwise permitted by this Section 6.1each, an “Alternative Acquisition Agreement”); and , (iii) the Company Board shall notadopt, except as set forth in this Section 6.1, approve, endorse, adopt approve or recommend, or publicly propose to approveadopt, endorse, adopt approve or recommend, recommend any Acquisition Proposal. Notwithstanding anything Proposal or to the contrary set forth in this enter into an Alternative Acquisition Agreement, if, prior (iv) fail to the Specified Time, include the Company Board determines Recommendation in good faithSchedule 14D-9, after consultation with outside counsel, that such action is reasonably necessary or (v) fail to comply with its fiduciary duties under applicable Law, expressly reaffirm publicly the Company Board may Recommendation within ten (x10) withhold, withdraw or modify, or propose publicly Business Days following Parent’s written request to withhold, withdraw or modify, in a manner adverse to the Buyer or the Acquisition Sub, the Recommendation (a “Change of Recommendation”) and/or (y) do so if the Company receives an unsolicited bona fide written Acquisition Proposal which is publicly announced or disclosed. For the Company Board determines in good faithavoidance of doubt, after consultation with outside counsel a factually accurate public statement that solely describes the Company’s receipt of an Acquisition Proposal and its financial advisors, constitutes a Superior Proposal, after considering all of the adjustments to the terms operation of this Agreement which may be offered by the Buyer including pursuant to clause (ii) below, terminate this Agreement and enter into a definitive agreement with respect to such Superior Proposal thereto (provided that in the event includes a reaffirmation of such a termination, the Company substantially concurrently enters into such definitive agreement); provided, however, that (ARecommendation) the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless, concurrently with such termination the Company pays the Termination Fee pursuant to Section 8.3(b), and otherwise complies with the provisions of Section 8.1(g), (B) the Company shall not have breached this Section 6.01, and (C):deemed a Change in Recommendation.

No Change in Recommendation or Alternative Acquisition Agreement. Prior to Except as provided in Section 6.2(f) and Section 6.2(g), the Specified Time: Company’s board of directors shall not (i) the Company Board shall not, except as permitted by this Section 6.1, withhold, withdraw withdraw, qualify or modify, modify (or publicly propose or resolve to withhold, withdraw withdraw, qualify, change, amend or modify), in a manner adverse to the BuyerParent, the Recommendation; Company Recommendation or approve, recommend or otherwise declare advisable any Acquisition Proposal, (ii) approve or recommend, or publicly propose to enter into an Alternative Acquisition Agreement, (iii) fail to include the Company shall not approve or Recommendation in the Proxy Statement, (iv) fail to reaffirm the Company Recommendation within five (5) Business Days receipt of a written request from the Parent to do so, (v) after receipt of any Acquisition Proposal, fail to recommend or enter into against any Alternative Acquisition Agreement Proposal within five (5) Business Days of receipt of a written request from Parent to do so, (vi) fail to recommend against any Acquisition Proposal that is intended a tender or exchange offer by a third party pursuant to be Rule 14d-9 or would reasonably be likely Rule 14e-2 promulgated under the Exchange Act, (vii) approve, adopt, declare advisable or recommend, or publicly propose to result inapprove, adopt, declare advisable or recommend, any Acquisition Proposal (any of the actions described in clause (i) through clause (vii) of this Section 6.2(e), a “Change in Recommendation”) or (viii) cause or permit the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, lease agreement or other agreement (other than a confidentiality agreement referred to in Section 6.1(a6.2(b) entered into in the circumstances referred compliance with Section 6.2(a)) (an “Alternative Acquisition Agreement”) relating to in Section 6.1(a) and except as otherwise permitted by this Section 6.1); and (iii) the Company Board shall not, except as set forth in this Section 6.1, approve, endorse, adopt or recommend, or publicly propose to approve, endorse, adopt or recommend, any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to the Specified Time, the Company Board determines in good faith, after consultation with outside counsel, that such action is reasonably necessary to comply with its fiduciary duties under applicable Law, the Company Board may (x) withhold, withdraw or modify, or propose publicly to withhold, withdraw or modify, in a manner adverse to the Buyer or the Acquisition Sub, the Recommendation (a “Change of Recommendation”) and/or (y) if the Company receives an unsolicited bona fide written Acquisition Proposal which the Company Board determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal, after considering all of the adjustments to the terms of this Agreement which may be offered by the Buyer including pursuant to clause (ii) below, terminate this Agreement and enter into a definitive agreement with respect to such Superior Proposal (provided that in the event of such a termination, the Company substantially concurrently enters into such definitive agreement); provided, however, that (A) the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless, concurrently with such termination the Company pays the Termination Fee pursuant to Section 8.3(b), and otherwise complies with the provisions of Section 8.1(g), (B) the Company shall not have breached this Section 6.01, and (C):.

No Change in Recommendation or Alternative Acquisition Agreement. (i) Prior to the Specified Effective Time: (i) the Company Board shall not, except as permitted by this Section 6.1, withhold, withdraw or modify, or publicly propose to withhold, withdraw or modify, in a manner adverse to the Buyer, the Recommendation; (ii) the Company shall not approve or recommend or enter into any Alternative Acquisition Agreement that is intended to be or would reasonably be likely to result in, any Acquisition Proposal (other than a confidentiality agreement referred to in Section 6.1(a) entered into in the circumstances referred to in Section 6.1(a) and except as otherwise permitted by this Section 6.1); and (iii) the Company Parent Board shall not, except as set forth in this Section 6.17.1, approve(A) withhold, endorsewithdraw, adopt materially qualify or recommendmodify, or publicly propose to approvewithhold, withdraw, materially qualify or modify, the approval or recommendation by the Parent Board with respect to the Merger or the Parent Stock Issuance pursuant to this Agreement, (B) fail to include the Parent Board Recommendation in the Proxy Statement/Prospectus; (C) adopt, endorse, adopt approve or recommend, any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to the Specified Time, the Company Board determines in good faith, after consultation with outside counsel, that such action is reasonably necessary to comply with its fiduciary duties under applicable Law, the Company Board may (x) withhold, withdraw or modify, or propose publicly to withholdadopt, withdraw endorse, approve or modifyrecommend, in a manner adverse or submit to the Buyer vote of any securityholders of Parent, any Acquisition Proposal, or approve any transaction under, or any transaction resulting in any third party becoming an “interested stockholder” under, Section 302A.673 of the MBCA, or authorize, resolve or agree to take any such action; (D) fail to recommend against acceptance of any Acquisition Proposal that is a tender offer or exchange offer, and to expressly reaffirm the Parent Board Recommendation, within ten (10) Business Days after commencement (or if the Parent Shareholder Meeting is to occur prior to the tenth Business Day, such period ending on the later of (x) the Business Day prior to the Parent Shareholder Meeting and (y) the second Business Day after such request); or (E) following the public announcement of an Acquisition Proposal (or the public announcement of an intention to make an Acquisition SubProposal) other than the commencement of a tender or exchange offer contemplated by clause (D), fail to issue a press release expressly reaffirming the Parent Board Recommendation within ten (10) Business Days after the Company requests a reaffirmation thereof (or if the Parent Shareholder Meeting is to occur prior to the tenth Business Day, such period ending on the later of (x) the Business Day prior to the Parent Shareholder Meeting and (y) the second Business Day after such request) (a “Change of RecommendationParent Board Recommendation Change”) and/or (y) if the Company receives an unsolicited bona fide written Acquisition Proposal which the Company Board determines in good faith, after consultation with outside counsel and its financial advisors, constitutes a Superior Proposal, after considering all of the adjustments to the terms of this Agreement which may be offered by the Buyer including pursuant to clause (ii) below, terminate this Agreement and enter into a definitive agreement with respect to such Superior Proposal (provided that in the event of such a termination, the Company substantially concurrently enters into such definitive agreement); provided, however, that (A) the Company shall not terminate this Agreement pursuant to the foregoing clause (y), and any purported termination pursuant to the foregoing clause (y) shall be void and of no force or effect, unless, concurrently with such termination the Company pays the Termination Fee pursuant to Section 8.3(b), and otherwise complies with the provisions of Section 8.1(g), (B) the Company shall not have breached this Section 6.01, and (C):;