Common use of No Change in Recommendation Clause in Contracts

No Change in Recommendation. The Independent Committee shall not withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, Sun Global or Merger Sub, the Independent Committee Recommendation except to the extent the Independent Committee determines in good faith prior to the time at which the Stockholder Approval has been obtained but after consultation with outside counsel, that such action is necessary in order for such directors to comply with their fiduciary obligations under applicable Law (a “Change in Recommendation”); provided, however, that, unless made later than (i.e., after) the fifth business day preceding the Stockholders’ Meeting (in which event no advance notice shall be required), no Change in Recommendation may be made until after at least five (5) business days following Parent’s receipt of notice from the Company advising that the Independent Committee intends to take such action and the basis therefor.