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

No Change of Recommendation or Alternative Acquisition Agreement. The Company Board and each committee of the Company Board shall not withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent or Merger Sub, the Company Recommendation with respect to the Merger; or except as expressly permitted by, and after compliance with, Section 8.3(a), cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (other than a confidentiality agreement referred to in Section 6.2(a) entered into in compliance with Section 6.2(a)) (an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, Merger Sub acquires Shares in the Offer, if an Acquisition Proposal has been made after the date hereof, the Company Board may withhold, withdraw, qualify or modify the Company Recommendation or approve, recommend or otherwise declare advisable such Acquisition Proposal (each, a “Change of Recommendation”), if the Company Board determines in good faith, after consultation with its outside legal counsel and with its financial advisor, that (i) such Acquisition Proposal was not solicited, initiated, encouraged or facilitated in breach of this Agreement, (ii) such Acquisition Proposal would be reasonably likely to constitute a Superior Proposal, (iii) failure to do so would be inconsistent with such board of directors’ fiduciary obligations under applicable Law; provided, however, that no Change of Recommendation may be made until after at least 48 hours following Parent’s receipt of notice from the Company advising that management of the Company currently intends to recommend to its board of directors that it take such action and the basis therefor, including all necessary information under Section 6.2(f). In determining whether to make a Change of Recommendation in response to an Acquisition Proposal or otherwise, the Company Board shall take into account (and the Company shall negotiate in good faith with Parent with respect to) any changes to the terms of this Agreement proposed by Parent and any other information provided by Parent in response to such notice. Any material amendment to any Acquisition Proposal shall be deemed to be a new Acquisition Proposal for purposes of this Section 6.2(c), including with respect to the notice period referred to in this Section 6.2(c).

No Change of Recommendation or Alternative Acquisition Agreement. The Company Except as set forth in Section 5.2(e) and this Section 5.2(d), neither the Board and each committee of Directors of the Company Board nor any committee thereof shall not withhold(i) (A) withhold or withdraw (or qualify, withdrawchange, qualify amend or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent or Merger Sub), or publicly propose to withhold or withdraw (or qualify, change, amend or modify in a manner adverse to Parent or Merger Sub), the Company Recommendation, or fail to include the Company Recommendation with respect in the Proxy Statement, (B) approve or adopt, or recommend the approval or adoption of, or publicly propose to the Merger; recommend, approve or except as expressly permitted byadopt, any Acquisition Proposal or (C) from and after compliance withthe No-Shop Period Start Date, Section 8.3(a)fail to make or reaffirm the Company Recommendation within ten Business Days of Parent’s written request to do so following receipt of an Acquisition Proposal (any action described in this clause (i) being referred to as a “Change of Recommendation”, it being understood that a customary “stop, look and listen” communication by the Board of Directors of the Company (acting upon the affirmative recommendation of the Special Committee) or the Special Committee pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not constitute a Change of Recommendation) or (ii) authorize, cause or permit the Company or any of its Subsidiaries or Representatives to execute or enter into any letter of intent, memorandum of understanding, intent (binding or non-binding) or similar agreement or arrangement or enter into any agreement or agreement in principleprinciple with respect to any Acquisition Proposal, acquisition agreement, merger agreement or other agreement (other than a confidentiality agreement referred to in Section 6.2(a) entered into in compliance with Section 6.2(a)) any Acceptable Confidentiality Agreement (each, an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal). Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the time, but not after, Merger Sub acquires Shares in the OfferCompany Requisite Vote, if (x) an Intervening Event has occurred or (y) the Company receives an Acquisition Proposal has been made after not solicited in violation of this Section 5.2 that the date hereof, Board of Directors of the Company Board may withhold, withdraw, qualify (acting upon the affirmative recommendation of the Special Committee) or modify the Company Recommendation or approve, recommend or otherwise declare advisable such Acquisition Proposal (each, a “Change of Recommendation”), if the Company Board determines Special Committee has determined in good faith, faith after consultation with its financial advisor and outside legal counsel and with its financial advisor, that (i) such Acquisition Proposal was not solicited, initiated, encouraged or facilitated in breach of this Agreement, (ii) such Acquisition Proposal would be reasonably likely to constitute constitutes a Superior Proposal, (iii) failure to do so would be inconsistent with such board then the Board of directors’ fiduciary obligations under applicable Law; provided, however, that no Change of Recommendation may be made until after at least 48 hours following Parent’s receipt of notice from the Company advising that management Directors of the Company currently intends to recommend to its board (acting upon the affirmative recommendation of directors that it take such action the Special Committee) and the basis thereforSpecial Committee may (1) in the case of either clause (x) or clause (y), including all necessary information under Section 6.2(f). In determining whether to make a Change of Recommendation in response to an Acquisition Proposal or otherwise, if the Board of Directors of the Company (acting upon the affirmative recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with its financial advisor and outside legal counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, and (2) in the case of clause (y), cause the Company to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal and terminate this Agreement pursuant to Section 7.3(a); provided that the Board shall take into account (and of Directors of the Company shall negotiate in good faith with Parent with respect tonot make any Change of Recommendation under either clause (x) any changes or (y) or cause the Company to the terms of terminate this Agreement proposed by Parent and any other information provided by Parent in response to such notice. Any material amendment to any Acquisition Proposal shall be deemed to be enter into a new Acquisition Proposal for purposes of this Section 6.2(c), including definitive agreement with respect to the notice period referred to in this Section 6.2(c).a Superior Proposal unless:

No Change of Recommendation or Alternative Acquisition Agreement. The Company Board and each committee of the Company Board thereof shall not directly or indirectly: except as provided in this Section 6.2, withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent or Merger Sub, the Company Recommendation with respect to the Offer and the Merger; or except as expressly permitted by, and after compliance with, this Section 8.3(a)6.2, cause or permit the Company to approve or recommend, or publicly propose to approve or recommend, or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (other than a confidentiality agreement referred to in Section 6.2(a) entered into in compliance with Section 6.2(a)) (an “"Alternative Acquisition Agreement”") relating to any Acquisition Proposal. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, Merger Sub acquires Shares in the OfferPurchase Date, if an Acquisition Proposal has been made after the date hereofCompany receives a Superior Proposal, the Company Board may withhold, withdraw, qualify or modify the Company Recommendation or approve, recommend or otherwise declare advisable such Acquisition any Superior Proposal (each, a “Change of Recommendation”), if made after the Company Board determines in good faith, after consultation with its outside legal counsel and with its financial advisor, date hereof that (i) such Acquisition Proposal was not solicited, initiated, encouraged or facilitated in breach of this Agreement, (ii) such Acquisition Proposal would be reasonably likely to constitute a Superior Proposalif the Company Board determines in good faith, (iii) failure after receiving legal advice from outside legal counsel, that it is necessary to do so would be inconsistent to comply with such board of the directors’ ' fiduciary obligations duties under applicable Law; providedLaw (any of the foregoing, howeveror any public proposal to do any of the foregoing, that no being a "Change of Recommendation"). No Change of Recommendation may be made until after at least 48 hours following Parent’s 's receipt of notice from the Company advising it that management of the Company Board currently intends to recommend to its board of directors that it take such action and the basis therefortherefore, including all necessary the information under Section 6.2(f). In determining whether to make a Change of Recommendation in response to an Acquisition a Superior Proposal or otherwise, the Company Board shall take into account (and the Company shall negotiate in good faith with Parent with respect to) consider any changes to the terms of this Agreement proposed by Parent and any other information provided by Parent in response to such notice. Any material amendment to any Acquisition Proposal shall will be deemed to be a new Acquisition Proposal for purposes of this Section 6.2(c)6.2, including with respect to the notice period referred to in this Section 6.2(c)6.2.

No Change of Recommendation or Alternative Acquisition Agreement. The Company Except as set forth in Section 6.03(d) and this Section 6.03(c), neither the Board and each committee of Directors of the Company Board nor any committee thereof shall not withhold(i) (A) change, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), or publicly propose to change, withhold, withdraw, qualify or modify, in a manner adverse to Parent or Merger SubSubsidiary, the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement, (C) approve or adopt, or recommend the approval or adoption of, or publicly propose to approve or adopt, or recommend the approval or adoption of, any Acquisition Proposal, (D) if a tender offer or exchange offer that constitutes an Acquisition Proposal is commenced, fail to publicly recommend against acceptance of such tender offer or exchange offer by the Company’s stockholders (including, for these purposes, by disclosing that it is taking no position with respect to the Merger; acceptance of such tender offer or except exchange offer by the Company’s stockholders, which shall constitute a failure to recommend against acceptance of such tender offer or exchange offer) within ten (10) Business Days after the commencement thereof or (E) fail to publicly reaffirm the Company Board Recommendation following any Acquisition Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after Parent so requests in writing (any action described in this clause (i) being referred to as expressly permitted by, and after compliance with, Section 8.3(a)an “Adverse Recommendation Change”) or (ii) authorize, cause or permit the Company or any of its Subsidiaries or Representatives to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition merger agreement, merger acquisition agreement or other similar document, contract, agreement (or arrangement with respect to any Acquisition Proposal, other than a confidentiality agreement referred to in Section 6.2(a) any Acceptable Confidentiality Agreement entered into in compliance with this Section 6.2(a)) 6.03 (each, an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal). Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the time, Company Stockholder Approval (but not after, Merger Sub acquires Shares in the Offer, if an Acquisition Proposal has been made no event after the date hereof, the Company Board may withhold, withdraw, qualify or modify the Company Recommendation or approve, recommend or otherwise declare advisable such Acquisition Proposal (each, a “Change of Recommendation”Stockholder Approval is obtained), if (x) an Intervening Event has occurred or (y) the Company receives a bona fide written Acquisition Proposal that was not obtained in violation of this Section 6.03 that the Board determines of Directors of the Company has determined, in its good faithfaith judgment, after consultation with its financial advisor and outside legal counsel and with its financial advisor, that (i) such Acquisition Proposal was not solicited, initiated, encouraged or facilitated in breach of this Agreement, (ii) such Acquisition Proposal would be reasonably likely to constitute constitutes a Superior Proposal, then the Board of Directors of the Company may (iii1) in the case of either subclause (x) and (y), make an Adverse Recommendation Change if the Board of Directors of the Company has determined, in its good faith judgment, after consultation with its financial advisor and outside legal counsel, that failure to do so take such action would be inconsistent with such board of the directors’ fiduciary obligations duties under applicable Applicable Law, or (2) in the case of subclause (y), cause the Company to terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal pursuant to Section 10.01(d)(i); provided, however, that no Change the Board of Recommendation may be made until after at least 48 hours following Parent’s receipt of notice from the Company advising that management Directors of the Company currently intends shall not make any Adverse Recommendation Change pursuant to recommend to its board of directors that it take such action and the basis therefor, including all necessary information under Section 6.2(f). In determining whether to make a Change of Recommendation in response to an Acquisition Proposal either subclause (x) or otherwise, (y) or cause the Company Board shall take into account (and the Company shall negotiate in good faith with Parent with respect to) any changes to the terms of terminate this Agreement proposed by Parent and any other information provided by Parent in response to such notice. Any material amendment to any enter into an Alternative Acquisition Proposal shall be deemed to be a new Acquisition Proposal for purposes of this Section 6.2(c), including Agreement with respect to the notice period referred a Superior Proposal unless prior to in this Section 6.2(c).taking such action:

No Change of Recommendation or Alternative Acquisition Agreement. The (i) Subject to Section 6.2(d), the Company Board and each committee of the Company Board shall not (A) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent or Merger SubParent, the Company Recommendation with respect to the Merger; , (B) authorize, approve or except as expressly permitted byrecommend, and after compliance withor publicly propose to authorize, Section 8.3(a)approve or recommend, cause or permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (other than a confidentiality agreement referred to in Section 6.2(a) entered into in compliance with Section 6.2(a)) (an “Alternative Acquisition Agreement”) relating to any Acquisition Proposal. Notwithstanding anything , (C) fail to include the Company Recommendation in the Proxy Statement, (D) fail to recommend that the Company’s stockholders reject any tender offer or exchange offer that has been publicly announced with respect to the contrary set forth in this Agreement, outstanding Shares prior to the timeearlier of (x) the date of the Stockholders Meeting (if it is reasonably practicable to make such recommendation prior to the Stockholders Meeting, but not after, Merger Sub acquires Shares in taking into account the Offer, if an Acquisition Proposal has been made amount of time between the disclosure of such offer and the Stockholders Meeting and the Company’s ability to adjourn the Stockholders Meeting to facilitate such recommendation) and (y) 11 Business Days after the date hereofcommencement of such tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act, the Company Board may withhold, withdraw, qualify or modify (E) fail to reaffirm the Company Recommendation within two Business Days after receiving a written request to do so from Parent or approve, recommend or otherwise declare advisable such (or publicly propose to approve or recommend) any Acquisition Proposal (eachany of the foregoing, a “Change of Recommendation”). For the avoidance of doubt, if the Company Board determines in good faith, after consultation with its outside legal counsel and with its financial advisor, that (i) such Acquisition Proposal was not solicited, initiated, encouraged no action or facilitated in breach of this Agreement, (ii) such Acquisition Proposal would be reasonably likely to constitute a Superior Proposal, (iii) failure to do so would be inconsistent with such board of directors’ fiduciary obligations under applicable Law; provided, however, that no Change of Recommendation may be made until after at least 48 hours following Parent’s receipt of notice from the Company advising that management omission of the Company currently intends to recommend to its board of directors that it take such action and (or other governing bodies) of the basis therefor, including all necessary information under Section 6.2(f). In determining whether to make Specified Entities shall constitute a Change of Recommendation in response to an Acquisition Proposal or otherwise, the Company Board shall take into account (and the Company shall negotiate in good faith with Parent with respect to) any changes to the terms of this Agreement proposed by Parent and any other information provided by Parent in response to such notice. Any material amendment to any Acquisition Proposal shall be deemed to be a new Acquisition Proposal for purposes of this Section 6.2(c), including with respect to the notice period referred to in this Section 6.2(c)hereunder.