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

No Company Change in Recommendation or Company Alternative Acquisition Agreement. Except as provided in Section 5.2(f) and Section 5.2(g), the Company Board and each committee of the Company Board shall not, directly or indirectly, (i) (A) withhold, withdraw, qualify, amend or modify (or publicly propose or resolve to withhold, withdraw, qualify, amend or modify), in a manner adverse to Parent, the Company Recommendation, or fail to include the Company Recommendation in the Schedule 14D-9 when disseminated to the stockholders of the Company, or (B) approve, recommend, endorse or otherwise declare advisable (or publicly propose or resolve to approve, recommend. endorse or otherwise declare advisable) any Company Acquisition Proposal or (C) make or authorize the making of any public statement (oral or written) that has the substantive effect of such a withdrawal, qualification, endorsement or modification, or (D) submit any Company Acquisition Proposal to the vote of the stockholders of the Company, (ii) following the public announcement of any Company Acquisition Proposal, fail to issue a public press release within five (5) Business Days thereof that the Company Board expressly reaffirms the Company Recommendation, (iii) cause or permit the Company or any of the Company 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 similar agreement or Contract (other than a confidentiality agreement referred to in Section 5.2(b) entered into in compliance with Section 5.2(a)) relating to any Company Acquisition Proposal or requiring the Company (or that would require the Company) to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Company Alternative Acquisition Agreement”); (iv) approve or recommend, or publicly propose to enter into a Company Alternative Acquisition Agreement, or (v) announce its intention, authorize, commit, resolve or agree to do any of the foregoing (each, a “Company Change in Recommendation”).

No Company Change in Recommendation or Company Alternative Acquisition Agreement. Except as provided in Section 5.2(f) and Section 5.2(g), the Company Board and each committee of the Company Board shall not, directly or indirectly, not (i) (Ai)(A) withhold, withdraw, qualify, amend qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify, amend qualify or modify), in a manner adverse to Parent, the Company Board Recommendation, or fail to include the Company Recommendation in the Schedule 14D-9 when disseminated to the stockholders of the Company, or (B) approve, recommend, endorse recommend or otherwise declare advisable (or publicly propose or resolve to approve, recommend. endorse recommend or otherwise declare advisable) any Company Acquisition Proposal or Proposal, (C) make remove the Company Board Recommendation from or authorize fail to include the making of Company Board Recommendation in the Joint Proxy Statement/Prospectus (any public statement such action referred to in this clause (oral i), a “Company Change in Recommendation”) or written) that has the substantive effect of such a withdrawal, qualification, endorsement or modification, or (D) submit any Company Acquisition Proposal to the vote of the stockholders of the Company, (ii) following the public announcement of any Company Acquisition Proposalapprove, fail recommend or declare advisable, or propose to issue a public press release within five (5) Business Days thereof that the Company Board expressly reaffirms the Company Recommendationapprove, (iii) recommend or declare advisable, or cause or permit the Company or any of the Company its Subsidiaries to enter into any letter of intent, term sheet, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement or Contract (other than a confidentiality agreement referred to in Section 5.2(b) an Acceptable Company Confidentiality Agreement entered into in compliance with Section 5.2(a5.2(b)) relating to or that could reasonably be expected to lead to any Company Acquisition Proposal or any agreement requiring the Company (or that would require or could reasonably be expected to require the Company) to abandon, terminate, delay or fail to consummate the Merger or any other transaction contemplated by this Agreement or that would otherwise materially impede, interfere with or be inconsistent with, the Contemplated Transactions (a “Company Alternative Acquisition Agreement”); (iv) approve or recommend, or publicly propose to enter into a Company Alternative Acquisition Agreement, or (v) announce its intention, authorize, commit, resolve or agree to do any of the foregoing (each, a “Company Change in Recommendation”).. 81

No Company Change in Recommendation or Company Alternative Acquisition Agreement. Except as provided in Section 5.2(f5.3(f) and Section 5.2(g5.3(g), the Company Board and each committee of the Company Board shall not, directly or indirectly, : (i) directly or indirectly (A) withhold, withdraw, qualify, amend qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify, amend qualify or modify), in a manner adverse to Parent, the Company Recommendation, Board Recommendation or fail to include the Company Recommendation in the Schedule 14D-9 when disseminated to the stockholders of the Company, or (B) approve, recommend, endorse or otherwise declare advisable (or publicly propose or resolve to approve, recommend. endorse or otherwise declare advisable) any Company Acquisition Proposal or (C) make or authorize the making of any public statement (oral or written) that has the substantive effect of such a withdrawal, qualification, endorsement qualification or modification, (B) remove the Company Board Recommendation from or fail to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus, (C) fail to publicly reaffirm the Company Board Recommendation within ten Business Days after Parent requests in writing that such action be taken, provided that Parent may make such request on no more than two occasions, (D) submit any Company Acquisition Proposal approve, recommend or otherwise declare advisable (or publicly propose or resolve to the vote of the stockholders of the Companyapprove, (iirecommend or otherwise declare advisable) following the public announcement of any Company Acquisition Proposal, or fail to issue issue, within ten Business Days after a public Company Acquisition Proposal is publicly announced, a press release announcing its opposition to any such Company Acquisition Proposal, or (E) fail to publicly announce, within five (5) ten Business Days thereof after a tender offer or exchange offer relating to the securities of the Company shall have been commenced, a statement disclosing that the Company Board expressly reaffirms the recommends rejection of such tender or exchange offer (each, a “Company Change in Recommendation, ”); or (iiiii) cause or permit the Company or any of the Company its Subsidiaries to enter into any letter of intent, term sheet, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement or Contract (other than a confidentiality agreement referred to in Section 5.2(b) an Acceptable Confidentiality Agreement entered into in compliance accordance with Section 5.2(a5.3(b)) relating to or that could reasonably be expected to lead to any Company Acquisition Proposal or requiring the Company (or that would require the Company) to abandon, terminate, terminate or fail to consummate the Merger Mergers or any other transaction contemplated by this Agreement or that would otherwise materially impede, interfere with or be inconsistent with the Contemplated Transactions (a “Company Alternative Acquisition Agreement”); (iv) approve or recommend, or publicly propose to enter into a Company Alternative Acquisition Agreement, or (v) announce its intention, authorize, commit, resolve or agree to do any of the foregoing (each, a “Company Change in Recommendation”).