Common use of Parent Change in Recommendation Clause in Contracts

Parent Change in Recommendation. Except as specifically permitted in this Section 6.4, Parent may not make a Parent Change of Recommendation. Prior to the obtaining of the Parent Stockholder Approval, the Parent Board (or any committee thereof) may make a Parent Change of Recommendation in response to a Parent Intervening Event if the Parent Board shall have reasonably determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure of the Parent Board to make such Parent Change of Recommendation would be inconsistent with the Parent Board’s duties under applicable Law; provided, however, that the Parent Board (or any committee thereof) shall not make a Parent Change of Recommendation, unless prior to taking such action, (A) Parent has given the Company prior written notice informing the Company that Parent intends to make such Parent Change of Recommendation at the end of the Negotiation Period and a description of the reasons for the Parent Change of Recommendation (such notice being referred to herein as a “Parent Change of Recommendation Notice”); (B) during the Negotiation Period, Parent shall have negotiated in good faith, and shall have caused its Representatives to negotiate in good faith, with the Company and its Representatives, to the extent the Company wishes to negotiate and so long as the Company and its Representatives negotiate in good faith, to make such adjustments to the terms and conditions of this Agreement in such a manner that would obviate the need for making such Parent Change of Recommendation; and (C) following the end of such Negotiation Period, the Parent Board shall have considered all revisions to the terms of this Agreement irrevocably offered in writing by the Company and, at the end of the Negotiation Period, and shall have determined in good faith that such Parent Intervening Event remains in effect and the failure to make such Parent Change of Recommendation in response to such Parent Intervening Event would be inconsistent with the Parent Board’s duties under applicable Law.

Parent Change in Recommendation. (a) Except as specifically permitted in this Section 6.44.4(a), Parent may not make a Parent Change of RecommendationAdverse Recommendation Change. Prior to the obtaining of the Parent Stockholder Shareholder Approval, in the absence of any action by Parent Board (or any committee thereof) may make a Parent Change of Recommendation its Subsidiaries prohibited by Section 4.2(f), and solely in response to a Parent Intervening Event make a Parent Adverse Recommendation Change if the Parent Board shall have reasonably determined in good faith, after consultation with its financial advisors and outside legal counsel, that that, the failure of the Parent Board to make such Parent Adverse Recommendation Change of Recommendation would be inconsistent with the Parent Board’s directors’ fiduciary duties under applicable Law; provided, however, that the . The Parent Board (or any committee thereof) shall not make a Parent Company Adverse Recommendation Change of Recommendation, unless prior to taking such action, (A) Parent has given the Company prior written notice informing (which notice shall (1) provide a detailed description of the Parent Intervening Event and (2) inform the Company that Parent intends to make such Parent Adverse Recommendation Change of Recommendation at the end of the Negotiation Parent Intervening Event Notice Period and a description of the reasons for the Parent Change of Recommendation (defined below)) (such notice being referred to herein as a an “Parent Change of Recommendation Intervening Event Notice”); (B) during the Negotiation Period, Parent shall have negotiated in good faithhas negotiated, and shall have has caused its Representatives to negotiate negotiate, in good faith, faith with the Company and its RepresentativesCompany, to the extent the Company wishes to negotiate negotiate, during the period starting on the first Business Day following the Company’s receipt of the Parent Intervening Event Notice and so long as ending at 11:59 p.m., Houston, Texas time on the fifth Business Day following such receipt (such time, a “Parent Intervening Event Notice Period”), to enable the Company and its Representatives negotiate in good faith, to make such adjustments to revise the terms and conditions of this Agreement in such a manner that would obviate the need for making taking such action as a result of such Parent Change of RecommendationIntervening Event; and (C) following the end of such Negotiation Parent Intervening Event Notice Period, the Parent Board shall have considered all revisions in good faith any changes to the terms of this Agreement irrevocably offered proposed in writing by the Company and, at the end of the Negotiation PeriodCompany, and shall have determined in good faith faith, after consultation with its outside legal counsel, that notwithstanding such Parent Intervening Event remains in effect and the proposed changes, failure to make take such Parent Change of Recommendation actions in response to such a Parent Intervening Event would be inconsistent with the Parent Board’s directors’ fiduciary duties under applicable Law.