Common use of Change in Recommendation Clause in Contracts

Change in Recommendation. (a) Except as would reasonably be expected to be a breach of the SPAC Board’s fiduciary duties under applicable Law (i) the recommendation of the SPAC Board in favor of each of the Proposals (the “SPAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus and (ii) the SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason (a “SPAC Change in Recommendation”); provided, that prior to making a SPAC Change in Recommendation, the SPAC Board will comply with the provisions of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event or circumstance, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless of any intervening event or circumstance. (b) Except as would reasonably be expected to be a breach of the Company Operating Agreement or the fiduciary duties owed by any Company Member, including the Company Manager under applicable Law and subject to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company Manager, will comply with the provisions of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver the Written Consent, regardless of any intervening event or circumstance.

Change in Recommendation. Prior to the approval by the Company Shareholders of the Arrangement Resolution, (a1) Except as would reasonably the Company Board fails to recommend the Arrangement Agreement or withdraws, amends, modifies or qualifies the Company Board Recommendation in a manner adverse to Purchaser or publicly proposes or states its intention to do any of the foregoing (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five Business Days (or beyond the third Business Day prior to the date of the Company Meeting, if sooner) will not be expected considered to be an adverse withdrawal, amendment, modification or qualification, provided the Company Board has rejected such Acquisition Proposal and affirmed the Company Board Recommendation before the end of such five Business Day period), unless the Purchaser shall have breached a breach of covenant or representation or warranty under this Agreement in such a manner that the SPAC Board’s fiduciary duties under applicable Law Company would be entitled to terminate this Agreement in accordance with Section 7.2(a)(ii)(C) or Section 7.2(a)(iii)(A), (i2) the recommendation of the SPAC Company Board in favor of each of the Proposals (the “SPAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus and (ii) the SPAC Board shall not (and no committee accepts, approves, endorses or subgroup thereof shall) change, withdraw, withhold, qualify or modifyrecommends, or publicly propose proposes to changeaccept, withdrawapprove, withholdendorse or recommend an Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, qualify or modifyotherwise publicly disclosed, Acquisition Proposal for a period of no more than five Business Days (or beyond the SPAC third Business Day prior to the date of the Company Meeting, if sooner) will not be considered to be an acceptance, approval, endorsement or recommendation of such Acquisition Proposal, provided the Company Board has rejected such Acquisition Proposal and affirmed the Company Board Recommendation for before the end of such five Business Day period (or the third Business Day prior to the date of the Company Meeting, if sooner), (3) the Company Board accepts, approves, endorses, recommends or authorizes the Company or any reason of its Subsidiaries to execute or enter into, or publicly proposes to accept, approve, endorse, recommend or authorize the Company or any of its Subsidiaries to execute or enter into, any Contract in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 5.3(a)(iv)), or (4) the Company breaches Article 5 in any material respect; (any action set forth in clause (1), (2) or (3) above, a “SPAC Change in Recommendation”); provided, that prior to making a SPAC Change in Recommendation, the SPAC Board will comply with the provisions of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event or circumstance, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless of any intervening event or circumstance. (b) Except as would reasonably be expected to be a breach of the Company Operating Agreement or the fiduciary duties owed by any Company Member, including the Company Manager under applicable Law and subject to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company Manager, will comply with the provisions of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver the Written Consent, regardless of any intervening event or circumstance.or

Change in Recommendation. (a) Except as would reasonably be expected SEAC shall, through the SEAC Board, include a statement in the Registration Statement/Proxy Statement to be a breach the effect that the majority of the SPAC Board’s fiduciary duties under applicable Law SEAC Board (iwith Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ abstaining) recommends that the recommendation of the SPAC Board SEAC Shareholders vote in favor of each of the Transaction Proposals (the “SPAC SEAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus and (ii) the SPAC ). The SEAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, modify in a manner adverse to LG Parent or publicly propose to change, withdraw, withhold, qualify or modifyStudioCo, the SPAC SEAC Board Recommendation for any reason (a “SPAC Change in Recommendation”); provided, that however, that, at any time prior to making obtaining the SEAC Shareholder Approvals, the SEAC Board may make a SPAC Change in RecommendationRecommendation in response to any material event, fact, effect, circumstance, change, occurrence or development (A) that does not relate to an Alternative Transaction, (B) that does not relate to any change in the market price or trading volume of SEAC’s securities (it being understood that this clause (B) shall not prevent a determination that any event underlying such change constitutes an Intervening Event) and (C) (x) first occurring after the date hereof or (y) first actually or constructively known by the SEAC Board following the date hereof (or if known, the SPAC Board will comply with the provisions consequences of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval which were not known or were not reasonably foreseeable as of the Proposals shall not be affected by any intervening event or circumstancedate hereof), and SPAC agrees if the SEAC Board determines in good faith, after consultation with its outside legal counsel, that a failure to establish make such Change in Recommendation would constitute a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals breach by the SPAC Stockholders, in each case in accordance with this Agreement, regardless SEAC Board of any intervening event or circumstance. (b) Except as would reasonably be expected to be a breach of the Company Operating Agreement or the its fiduciary duties owed by any Company Member, including the Company Manager obligations under applicable Law and subject to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a an “Company Change in RecommendationIntervening Event”); provided, however, that the SEAC Board may not make a Change in Recommendation unless SEAC notifies LG Parent in writing at least five (5) Business Days before taking that action of its intention to do so (such period from the time the Intervening Event notice is delivered until 5:00 p.m., New York time on the fifth (5th) Business Day from the date of such notice (it being understood that any material development with respect to such Intervening Event shall require a new notice with an additional three (3) Business Day period from the date of such new notice if such new notice is delivered after the second day of the original five (5) Business Day period) the “Intervening Event Notice Period”), and specifies the reasons therefor, and negotiates, and causes its financial and legal advisors to negotiate, with LG Parent in good faith during the Intervening Event Notice Period (to the extent LG Parent seeks to negotiate) regarding any revisions to the terms of the Transactions proposed by LG Parent so as to obviate the need for a Change in Recommendation and, following such good faith negotiations, the SEAC Board determines in good faith, after consultation with its outside legal counsel, that a failure to make a Change in Recommendation would continue to constitute a breach by the SEAC Board of its fiduciary obligations under applicable Law (provided, that, such notification would not, after consultation with its outside legal counsel, constitute a breach by the SEAC Board of its fiduciary obligations under applicable Law or constitute a breach of any applicable Law). Notwithstanding anything to the contrary contained in this Agreement, during an Intervening Event Notice Period, the obligations of SEAC or the SEAC Board under this Agreement to make filings with any Governmental Authority (including the SEC) with respect to the Transaction Proposals contemplated herein, to give notice for or to convene a meeting of shareholders, or make a recommendation, shall be tolled, and in the event any such filing or notice for a meeting was made prior to making a Company Change the commencement of an Intervening Event Notice Period, SEAC shall be permitted to adjourn such meeting and amend such filing as necessary to provide sufficient time for the SEAC Shareholders to consider any revised recommendation. Notwithstanding anything to the contrary contained in Recommendationthis Agreement, each Company MemberSEAC shall provide LG Parent with (i) regular and reasonably prompt updates with respect to the aggregate tally of the proxies received by SEAC in respect of the Transaction Proposals, including (ii) regular and reasonably prompt updates with respect to any communication (written or oral) from any SEAC Shareholder in opposition to the Company ManagerTransaction Proposals, (iii) the right to reasonably demand postponement or adjournment of the SEAC Shareholders Meeting if, based on the tally of proxies, SEAC will comply with not receive the provisions SEAC Shareholder Approvals in respect of Section 7.04(a). Company agrees any of the Transaction Proposals; provided, that its obligation to deliver the Written Consent SEAC Shareholders Meeting, so postponed or adjourned at the request of LG Parent, shall not be affected by any intervening event later than (A) five (5) Business Days prior to the Outside Date or circumstance(B) ten (10) days from the date of the first SEAC Shareholders Meeting, and Company agrees (iv) the right to take review and comment on all action necessary communications sent to obtain and deliver SEAC Shareholders in connection with the Written Consent, regardless of any intervening event or circumstanceSEAC Shareholders Meeting.

Change in Recommendation. (a) Except as would reasonably be expected Notwithstanding anything to be a breach the contrary in this Agreement, at any time prior to the Company's receipt of the SPAC Board’s Company Stockholder Approval, the Company Board may effect a Change in Recommendation only if (i) the Company has received an unsolicited, bona fide, written Takeover Proposal and the Company Board determines in good faith, After Consultation, that such Takeover Proposal constitutes a Superior Proposal or (ii) the Company Board determines in good faith, after consulting with its legal representatives, that in the light of an Intervening Event the taking of such action is necessary for the Company Board to comply with its fiduciary duties under applicable Law (i) the recommendation of the SPAC Board in favor of each of the Proposals (the “SPAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus and (ii) the SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason (a “SPAC Change in Recommendation”)Law; provided, however, that prior (w) the Company Board may not effect such Change in Recommendation until after the fifth (5th) Business Day following RG's receipt of notice from the Company Board that the Company Board intends to making effect such Change in Recommendation and specifying the reasons therefor, including the material terms and conditions of any Superior Proposal or Intervening Event that is the basis of the Change in Recommendation (it being understood and agreed that any amendment to the material terms or conditions of the Superior Proposal or Intervening Event shall require a SPAC new notice and a new five (5) Business Day period) and a representation that the Company and each of its and its Subsidiaries' and Affiliates' respective Representatives have complied with Section 4.2(b) in all respects, (x) during such five (5) Business Day Period, the Company shall negotiate with RG in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its recommendation of this Agreement and not effect the Change in Recommendation, (y) the SPAC Company Board will comply with the provisions of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event or circumstanceeffect the Change in Recommendation if, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless of any intervening event or circumstance. (b) Except as would reasonably be expected to be a breach of the Company Operating Agreement or the fiduciary duties owed by any Company Member, including the Company Manager under applicable Law and subject prior to the receipt expiration of such five (5) Business Day period, RG makes a proposal to adjust the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval terms and adoption conditions of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company ManagerBoard determines in good faith, will comply with After Consultation, to be at least as favorable as the provisions of Section 7.04(a). Company agrees that its obligation to deliver Superior Proposal or otherwise appropriately addresses the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver the Written Consent, regardless of any intervening event or circumstanceIntervening Event.

Change in Recommendation. (a) Except as Notwithstanding Section ‎6.8 and subject to Sections ‎6.9(b) and ‎6.9 (c) below, at any time during the period between the date hereof and the date on which the Extraordinary Shareholders Meeting is scheduled to take (the "Alternative Transaction Period"), the Board of Directors of the Company shall be entitled to make an adverse recommendation and terminate this Agreement (by delivering written notice to Investor) and enter into a binding Alternative Acquisition Agreement, if (and only if): (A) aa Acquisition Proposal is made to the Company by a third party, and such offer is not withdrawn; (B) the Board of Directors of the Company or such committee thereof determines in good faith after consultation with outside legal counsel and a financial advisor that such offer constitutes a Superior Offer; (C) following consultation with outside legal counsel, the Board of Directors of the Company or such committee thereof determines that failure to take such action would be reasonably be expected likely to be result in a breach of the SPAC Board’s its fiduciary duties under applicable Law Law; (iD) the recommendation Company provides the Investor the notice specified in Section 6.9(b) below; and (E) at the end of the SPAC Notice Period described in Section 6.9(b), the Board in favor of each Directors of the Proposals Company or such committee thereof again makes the determination in good faith after consultation with outside legal counsel and a financial advisor (after negotiating in good faith with the “SPAC Board Recommendation”Investors if requested by the Investor during the Notice Period regarding any adjustments or modifications to the terms of this Agreement proposed by the Investor and taking into account any such adjustments or modifications) shall that the Acquisition Proposal continues to be included in the Proxy Statement/Prospectus and (ii) the SPAC Board shall not (and no committee or subgroup thereof shall) changea Superior Offer and, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason (a “SPAC Change in Recommendation”); providedafter consultation with outside legal counsel, that prior the failure to making take such action would be reasonably likely to result in a SPAC Change in Recommendation, the SPAC Board will comply with the provisions breach of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event or circumstance, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless of any intervening event or circumstancefiduciary duties under applicable Law. (b) Except as would reasonably be expected Prior to be making an adverse recommendation and entering into an alternative acquisition agreement, the Company will provide prior written notice to the Investor, at least seven (7) Business Days in advance (the "Notice Period") of its intention to take such action, which notice shall, in the case of a breach Superior Proposal, specify all material terms and conditions of such Superior Proposal and attach the most current version of any documents evidencing such Superior Proposal, and any material modifications to any of the Company Operating Agreement or foregoing, and, in any other case, specify in reasonable detail the fiduciary duties owed by any Company Memberreasons for such action. (c) During the Notice Period, including the Company Manager under applicable Law and subject shall negotiate with the Investor in good faith should Investor propose to make such adjustments to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval terms and adoption conditions of this Agreement and so that the Mergers and Acquisition Proposal no longer constitutes a Superior Proposal, taking into account, among others, the other Transactions contemplated by pro-forma effect of the payment of the Termination Fee. The Company shall not make an adverse recommendation, enter into an alternative acquisition agreement, or terminate this Agreement for any reason (a “Company Change in Recommendation”); providedconnection with an Acquisition Proposal if, that prior to making a Company Change in Recommendationthe expiration of the Notice Period, each Company Member, including Investor delivers to the Company Managera written proposal to adjust the terms and conditions of this Agreement that the Company's Board of Directors determines in good faith that the Acquisition Proposal no longer constitutes a Superior Proposal, will comply with taking into account, among other things, the provisions pro-forma effect of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver payment of the Written Consent, regardless of any intervening event or circumstanceTermination Fee.

Change in Recommendation. (Solely in response to the receipt of a bona fide written Alternative Transaction Proposal that was not solicited in, or submitted as a result of a, violation of Section 5.2(a)(i) Except as would reasonably be expected hereof that the Company Board determines in good faith, after consultation with its outside legal counsel and financial Table of Contents advisors, to be a breach Superior Proposal, the Company Board may make a Change in Recommendation, if all of the SPAC Board’s fiduciary duties under applicable Law following conditions in clauses (i) through (vi) are met: (i) the recommendation of the SPAC Board in favor of each of the Proposals (the “SPAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus Superior Proposal has been made and has not been withdrawn; (ii) the SPAC Board Company Stockholder Approval has not yet been obtained; (iii) the Company has (A) provided to Acquiror three Business Days’ prior written notice which shall state expressly (1) that it has received a Superior Proposal, (2) the material terms and conditions of the Superior Proposal, a copy of all negotiated draft agreements relating thereto, and the identity of the Person or Group of Persons making the Superior Proposal, and (3) that it intends to effect a Change in Recommendation and the manner in which it intends to do so, (B) provided to Acquiror (to the extent not previously provided) a copy of all non-public information made available to the Person or Group making the Superior Proposal in connection with such Superior Proposal, and (C) during the aforementioned three Business Day period, if requested by Acquiror, engaged in good faith negotiations with Acquiror with respect to any amendments Acquiror proposes to make to this Agreement such that the Superior Proposal would no longer be a Superior Proposal; (iv) Acquiror shall not (and no committee or subgroup thereof shall) changehave, withdrawwithin the aforementioned three Business Day period, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason (a “SPAC Change in Recommendation”); provided, that prior to making a SPAC Change in Recommendation, the SPAC Board will comply with the provisions of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event or circumstancemade, and SPAC agrees to establish not withdrawn, a record date for, duly call, give notice of, convene bona fide written offer that the Company Board has in good faith determined (after consultation with its outside legal counsel and hold its financial advisor) results in the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless of any intervening event or circumstance. (b) Except as would reasonably be expected Alternative Transaction Proposal that had been determined to be a breach of Superior Proposal no longer being a Superior Proposal; and (v) the Company Operating Agreement or Board has determined in good faith, after consultation with its outside legal counsel, that, in light of such Superior Proposal and the results of any negotiations with Acquiror as contemplated by subsection (iii) above and any bona fide written offer from Acquiror contemplated by subsection (iv) above, the Company Board is required to effect a Change in Recommendation to comply with its fiduciary duties owed by any Company Member, including to the Company Manager Stockholders under applicable Law and subject to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company Manager, will comply with the provisions of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver the Written Consent, regardless of any intervening event or circumstanceApplicable Law.

Change in Recommendation. Notwithstanding anything to the contrary in this Agreement, at any time prior to the Company's receipt of the Company Stockholder Approval, the Company Board may effect a Change in Recommendation only if (ai) Except as would reasonably be expected to be the Company has received an unsolicited, bona fide, written Takeover Proposal that did not result from a breach of this Section 4.2 and the SPAC Company Board determines in good faith, After Consultation, that such Takeover Proposal constitutes a Superior Proposal or (ii) the Company Board determines in good faith, After Consultation, that in the light of an Intervening Event, the failure to take such action would be reasonably likely to constitute a violation of the Company Board’s 's fiduciary duties under applicable Law. Notwithstanding anything to the contrary, the Company Board shall not be permitted to make a Change in Recommendation or, solely with respect to a Superior Proposal, terminate this Agreement pursuant to Section 6.1(c)(i) unless theretofore (x) the Company shall have provided to Parent and Merger Sub no fewer than four (4) Business Days' advance written notice of the Company's intention to make a Change in Recommendation or to terminate this Agreement pursuant to Section 6.1(c)(i) (a "Notice of Intended Recommendation Change") and (y): (i) if such Change in Recommendation is being made in respect of an Intervening Event: (1) the Notice of Intended Recommendation Change shall include a reasonable description of the Intervening Event that serves as the basis of such Change in Recommendation; (2) during such four (4) Business Day period, if requested by Parent, the Company shall engage in good faith negotiations with Parent to amend the terms and conditions of this Agreement in such a manner that would obviate the need for making such Change in Recommendation; or (ii) if such Change in Recommendation or termination is being made in respect of a Superior Proposal: (1) the Notice of Intended Recommendation Change shall specify the identity of the party making such Superior Proposal and the material terms thereof and attach copies of all relevant documents relating to such Superior Proposal, including the financing commitments relating thereto (it being hereby understood and agreed that any material amendment to the terms of any such Superior Proposal (including any amendment to any price term thereof), shall require a new Notice of Intended Recommendation Change and again require compliance with the requirements of this Section 4.2(e) , except that the advance written notice period and corresponding references in clause (x) of this Section 4.2(e) to four (4) Business Days shall be reduced to two (2) Business Days for any such new Notice of Intended Recommendation Change); and (2) after providing the Notice of Intended Recommendation Change, the Company shall, and shall cause its Representatives to, negotiate with Parent and Merger Sub in good faith (to the extent Parent and Merger Sub have notified the Company of their intention to negotiate) during such four (4) Business Day period (or two (2) Business Day period in the case of a new Notice of Intended Recommendation Change) to amend the terms and conditions of this Agreement and the other agreements contemplated hereby; and (iii) in the case of each of the immediately preceding clause (i) or clause (ii) of this Section 4.2(e), the Company Board shall have considered in good faith, After Consultation, any amendments to the terms and conditions of this Agreement (including any increase in the Merger Consideration) and the other agreements contemplated hereby that may be offered in writing by Parent no later than 5:00 p.m., New York, New York time, on the fourth (4th) Business Day of such four (4) Business Day period (or the second (2nd) Business Day of such two (2) Business Day period for any such new Notice of Intended Recommendation Change) and shall have determined (A) in the case of a Superior Proposal, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal if such amendments were to be given effect or (B) in the case of a Change in Recommendation being made in respect of an Intervening Event, that failure to make a Change in Recommendation would nevertheless be reasonably likely to constitute a violation of the Company Board's fiduciary duties under applicable Law (i) the recommendation of the SPAC Board in favor of each of the Proposals (the “SPAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus and (ii) the SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason (a “SPAC Change in Recommendation”); provided, that prior to making a SPAC Change in Recommendation, the SPAC Board will comply with the provisions of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event or circumstance, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless of any intervening event or circumstance. (b) Except as would reasonably be expected if such amendments were to be a breach of the Company Operating Agreement or the fiduciary duties owed by any Company Member, including the Company Manager under applicable Law and subject to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company Manager, will comply with the provisions of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver the Written Consent, regardless of any intervening event or circumstancegiven effect.

Change in Recommendation. (a) Except as would reasonably be expected Prior to be a breach the obtaining of the SPAC Board’s fiduciary duties under applicable Law Required Shareholder Approval, (iA) the recommendation Board (or the Special Committee) fails to unanimously (subject to recusals, as applicable) recommend or withdraws, amends, modifies or qualifies, in a manner adverse to the Purchaser, the Board Recommendation or Special Committee Recommendation, as applicable, (B) the Company fails to include the Board Recommendation or the Special Committee Recommendation, as applicable, in the Company Circular or the Schedule 13E-3, (C) the Board (or the Special Committee) accepts, approves, endorses or recommends an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced Acquisition Proposal for more than five (5) Business Days (or beyond the third (3rd) Business Day prior to the date of the SPAC Meeting, if sooner), (D) the Board (or the Special Committee) fails to publicly recommend or reaffirm by press release the Board Recommendation or Special Committee Recommendation, as applicable, within five (5) Business Days after having been requested in favor of each writing by the Purchaser to do so, acting reasonably (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Proposals Meeting) or (the “SPAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus and (iiE) the SPAC Board shall not (and no committee or subgroup thereof shallthe Special Committee) changeaccepts, withdrawapproves, withholdendorses, qualify recommends or modifyauthorizes the Company or any of its Subsidiaries to enter into, or publicly propose proposes to changeaccept, withdrawapprove, withholdendorse, qualify authorize or modifyrecommend the Company or any of its Subsidiaries to enter into any agreement, the SPAC Board Recommendation for arrangement or understanding (other than an Acceptable Confidentiality Agreement) in respect of an Acquisition Proposal (any reason action set forth in Clause (A), (B), (C), (D) or (E), a “SPAC "Change in Recommendation”"); providedprovided that a "stop, that look and listen" communication (or any substantially similar communication) by the Board or the Special Committee to the Shareholders pursuant to Rule 14d-9(f) under the Exchange Act will not constitute a Change in Recommendation or (F) prior to making a SPAC Change in Recommendationobtaining the Required Shareholder Approval, the SPAC Board will comply with the provisions of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by Company breaches Article 5 in any intervening event or circumstance, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless of any intervening event or circumstancematerial respect. (b) Except as would reasonably be expected to be a breach of the Company Operating Agreement or the fiduciary duties owed by any Company Member, including the Company Manager under applicable Law and subject to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company Manager, will comply with the provisions of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver the Written Consent, regardless of any intervening event or circumstance.

Change in Recommendation. If, prior to the Company Stockholder Approval, the Company Board or the Special Committee determines, in its good faith judgment and after consulting with outside legal counsel (awho may be the Company's regularly engaged outside legal counsel or counsel to the Special Committee), that making a Change in the Company Recommendation (as defined below) Except as would reasonably be expected is necessary in order for the Company Board to be a breach of the SPAC Board’s comply with its fiduciary duties to the Company's stockholders under applicable Law Law, then the Company Board or the Special Committee may make a Change in the Company Recommendation in accordance with this Section 5.06 and following such Change in Company Recommendation, the Company may terminate this Agreement solely in accordance with Section 7.01(d). "Change in the Company Recommendation" means the Special Committee or Company Board's (i) the recommendation failure to make, withdrawal of, or modification in a manner adverse to TAS of the SPAC Board in favor Company Recommendation, (ii) failure to publicly confirm the Company Recommendation within seven days following TAS's written request, (iii) recommendation or endorsement of each a Competing Transaction or (iv) resolution or public announcement of an intention to do any of the Proposals (the “SPAC foregoing. The Company Board Recommendation”) shall be included may not make a Change in the Proxy Statement/Prospectus Company Recommendation unless (i) at least two Business Days prior to taking such action TAS shall have received written notice from the Company (an "Adverse Recommendation Notice") (A) advising that the Company Board intends to make such Change in the Company Recommendation, (B) if such Change in Company Recommendation is made in response to a Superior Proposal, advising TAS that the Company Board has received a Superior Proposal, and (C) if such Change in Company Recommendation is made in response to a Superior Proposal, containing all information required by Section 5.06(c), together with copies of any written offer or proposal in respect of such Superior Proposal (it being understood and agreed that any material amendment to the financial terms or other material terms of such Superior Proposal shall require a new Adverse Recommendation Notice and a new two (2) Business Day period) and (ii) during such two Business Day period the SPAC Board Special Committee shall not (have negotiated in good faith with TAS concerning any amendments proposed by TAS to this Agreement and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modifythe transactions contemplated hereby. Nothing contained in this Agreement shall prohibit the Company, the SPAC Company Board Recommendation for any reason (a “SPAC Change in Recommendation”); provided, that prior to making a SPAC Change in Recommendation, the SPAC Board will comply with the provisions of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold or the Special Meeting for Committee from disclosing to the purpose of seeking approval of Company Stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Proposals shall not be affected by any intervening event or circumstanceExchange Act, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholdersif, in each case in accordance with this Agreement, regardless of any intervening event or circumstance. (b) Except as would reasonably be expected to be a breach the good faith judgment of the Company Operating Agreement Board or the fiduciary duties owed by any Company MemberSpecial Committee, including after consultation with its outside legal and financial advisors, such disclosure is required in order for the Company Manager Board or the Special Committee, as applicable, to comply with its fiduciary obligations, or is otherwise required under applicable Law. Nothing in this Agreement shall prohibit the Company Board or the Special Committee from making a Change in Company Recommendation prior to the Company Stockholder Approval if the Company Board or Special Committee, as applicable, determines in good faith (after consultation with outside legal counsel) that such action is necessary under applicable Law and subject in order for the directors to comply with their fiduciary duties to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company Manager, will comply with the provisions of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver the Written Consent, regardless of any intervening event or circumstanceCompany's stockholders.

Change in Recommendation. (a) Except as would reasonably be expected Subject to be a breach of certain exceptions summarized below, the SPAC Board’s fiduciary duties under applicable Law (i) the recommendation of the SPAC NSH Board in favor of each of the Proposals (the “SPAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus and (ii) the SPAC Board shall not (and no committee or subgroup thereof shall) change, may not: • withdraw, withholdmodify or qualify, or propose publicly to withdraw, modify or qualify in a manner adverse to the Partnership, its recommendationto the NSH unitholders; • approve or modifyrecommend, or publicly propose to changeapprove or recommend, withdrawany acquisition proposal; • fail to include the NSH recommendation in the proxy statement; • if any acquisition proposal has been made public, withholdfail to issue a press release recommending against such acquisition proposal and reaffirming NSH’s recommendation, qualify if requested by the Partnership in writing, within the earlier of (1) ten business days of such written request, and (2) two business days before the NSH unitholder meeting; • resolve, publicly propose or modify, the SPAC Board Recommendation for agree to do any reason (a “SPAC Change in Recommendation”); provided, that prior to making a SPAC Change in Recommendation, the SPAC Board will comply with the provisions of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event foregoing; or circumstance• except for a confidentiality agreement, and SPAC agrees to establish a record date forapprove, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless of any intervening event adopt or circumstance. (b) Except as would reasonably be expected to be a breach of the Company Operating Agreement or the fiduciary duties owed by any Company Member, including the Company Manager under applicable Law and subject to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modifyrecommend, or publicly propose to changeapprove, withdrawadopt or recommend, withholdor allow NSH or any of its subsidiaries to execute or enter into, qualify any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or modifyother similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any acquisition proposal. However, at any time before the NSH unitholder approval is obtained, the NSH Board may terminate the merger agreement in order to accept a superior proposal or make a change in its recommendation (x) following receipt of an acquisition proposal that did not result from an intentional and material breach of the Company Manager merger agreement and that the NSH Board has concluded in favor of approval good faith, after consultation with its outside legal counsel and adoption of this Agreement financial advisors, constitutes a superior proposal or (y) solely in response to an intervening event, and in each case referred to in clauses (x) and (y) above, if the NSH Board has concluded in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make a change in its recommendation would be inconsistent with its fiduciary duties under applicable law, as modified by NSH limited liability company agreement. The NSH Board will not be entitled to change its recommendation until after three business days following the Partnership’s, the Partnership Board’s and the Mergers Partnership Conflicts Committee’s receipt of written notice from NSH advising that the NSH Board intends to take such action and the other Transactions reasons for doing so, including, if applicable, the terms and conditions of any superior proposal that is the basis of the proposed action and the identity of the person making the proposal and contemporaneously providing a copy of all relevant proposed transaction documents for such superior proposal (it being understood and agreed that any amendment to the terms of any such superior proposal shall require a new notice of proposed recommendation change and an Table of Contents additional three business day period). After providing such notice and prior to effecting such change in recommendation: • NSH must, to the extent requested by the Partnership be available to meet and engage in good faith negotiations, during such threebusiness day period, with the Partnership and its representatives to modify the merger agreement; and • in determining whether to make a change in recommendation, the NSH Board must take into account any agreed modifications to themerger agreement. NSH must also as promptly as practicable (and in any event within 48 hours after receipt) advise the Partnership orally and in writing of any acquisition proposal and the material terms and conditions of any such acquisition proposal (including any changes thereto) and identify the person making any such acquisition proposal. NSH must keep the Partnership informed on a reasonably current basis of material developments to the status and details (including any material amendments to the terms thereof) with respect to any such acquisition proposal. Takeover Laws Neither NSH nor the Partnership will take any action that would cause the transactions contemplated by this Agreement for the merger agreement to be subject to requirements imposed by any reason (takeover laws. No Rights Triggered Each of NSH and the Partnership will take all steps necessary to ensure that the entering into of the merger agreement and the consummation of the transactions contemplated thereby will not result in the grant of any rights relating to equity securities of such party to any person, in the case of NSH, under the NSH limited liability company agreement, and, in the case of the Partnership, under the partnership agreement, or under any material agreement to which it or any of its subsidiaries is a “Company Change in Recommendation”); providedparty. New Common Units Listed The Partnership will use its reasonable best efforts to list, that on the NYSE, prior to making a Company Change in Recommendationthe closing of the merger, each Company Memberthe new common units to be issued as merger consideration. Third-Party Approvals NSH and the Partnership and their respective subsidiaries will cooperate and use their reasonable best efforts to prepare all documentation, including the Company Managerto effect all filings, will comply with the provisions of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver comply with all permits, consents, approvals and authorizations of all third parties and all regulatory approvals necessary to consummate the Written Consent, regardless of any intervening event or circumstancemerger and to cause the amended and restated partnership agreement and the NuStar GP amended and restated company agreement to be effective as expeditiously as practicable.

Change in Recommendation. (a) Except as would reasonably be expected If the Company Board or Special Committee determines, in its good faith judgment prior to be a breach the receipt of the SPAC Company Stockholders Approval and after consulting with outside legal counsel (who may be the Company’s regularly engaged outside legal counsel or counsel to the Special Committee), that the failure to make a Change in the Company Recommendation (as defined below) or to terminate this Agreement in accordance with Section 7.01(iv)(b) would violate its fiduciary duties to the Company’s stockholders under applicable Law, then the Company Board or Special Committee may make a Change in the Company Recommendation and/or terminate this Agreement pursuant to Section 7.01(iv)(b). “Change in the Company Recommendation” means the Special Committee or Company Board’s (i) failure to make, withdrawal of, or modification in a manner adverse to Parent or Merger Sub of the Company Recommendation, (ii) failure to publicly confirm the Company Recommendation within seven days following Parent’s written request, (iii) recommendation or endorsement of a Competing Transaction or (iv) resolution or public announcement of an intention to do any of the foregoing. Neither the Company Board nor the Special Committee shall make a Change in the Company Recommendation or terminate this Agreement pursuant to Section 7.01(iv)(b) unless (i) at least three Business Days prior to taking such action Parent shall have received written notice from the Company (an “Adverse Recommendation Notice”) (A) advising Parent that the Company Board or Special Committee has received a Superior Proposal, (B) advising that the Company Board or Special Committee intends to make such Change in the Company Recommendation or to terminate this Agreement pursuant to Section 7.01(iv)(b), as applicable, and (C) containing all information required by Section 5.04(c), together with copies of any written offer or proposal in respect of such Superior Proposal (it being understood and agreed that any material amendment to the financial terms or other material terms of such Superior Proposal shall require a new Adverse Recommendation Notice and a new three (3) Business Day period) and (ii) during such three Business Day period the Company Board and Special Committee shall have negotiated in good faith with Parent concerning any amendments proposed by Parent to this Agreement and to the transactions contemplated hereby. Any disclosure that the Company Board may be compelled to make with respect to an Acquisition Proposal or otherwise in order to comply with its fiduciary duties under applicable Law (i) or Rule 14d-9 or 14e-2 under the recommendation Exchange Act will not constitute a violation of the SPAC Board in favor of each of the Proposals (the “SPAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus and (ii) the SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason (a “SPAC Change in Recommendation”)this Agreement; provided, that prior to making any such disclosure that would constitute a SPAC Change in Company Recommendation, the SPAC Board will comply with the provisions and any disclosure of a decision to terminate this Agreement pursuant to Section 7.04(b7.01(iv)(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event or circumstance, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, made only in each case in accordance compliance with this Agreement, regardless of any intervening event or circumstanceSection 5.04(d). (b) Except as would reasonably be expected to be a breach of the Company Operating Agreement or the fiduciary duties owed by any Company Member, including the Company Manager under applicable Law and subject to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company Manager, will comply with the provisions of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver the Written Consent, regardless of any intervening event or circumstance.

Change in Recommendation. (a) Except as would reasonably be expected Notwithstanding anything to be a breach the contrary in this Agreement, at any time prior to the Company’s receipt of the SPAC Board’s Company Stockholder Approval, the Company Board may effect a Change in Recommendation only if (i) the Company has received an unsolicited, bona fide, written Takeover Proposal and the Company Board determines in good faith, After Consultation, that such Takeover Proposal constitutes a Superior Proposal or (ii) the Company Board determines in good faith, after consulting with its legal representatives, that in the light of an Intervening Event the taking of such action is necessary for the Company Board to comply with its fiduciary duties under applicable Law (i) the recommendation of the SPAC Board in favor of each of the Proposals (the “SPAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus and (ii) the SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason (a “SPAC Change in Recommendation”)Law; provided, however, that prior (w) the Company Board may not effect such Change in Recommendation until after the fifth (5th) Business Day following RG’s receipt of notice from the Company Board that the Company Board intends to making effect such Change in Recommendation and specifying the reasons therefor, including the material terms and conditions of any Superior Proposal or Intervening Event that is the basis of the Change in Recommendation (it being understood and agreed that any amendment to the material terms or conditions of the Superior Proposal or Intervening Event shall require a SPAC new notice and a new five (5) Business Day period) and a representation that the Company and each of its and its Subsidiaries’ and Affiliates’ respective Representatives have complied with Section 4.2(b) in all respects, (x) during such five (5) Business Day Period, the Company shall negotiate with RG in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its recommendation of this Agreement and not effect the Change in Recommendation, (y) the SPAC Company Board will comply with the provisions of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event or circumstanceeffect the Change in Recommendation if, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless of any intervening event or circumstance. (b) Except as would reasonably be expected to be a breach of the Company Operating Agreement or the fiduciary duties owed by any Company Member, including the Company Manager under applicable Law and subject prior to the receipt expiration of such five (5) Business Day period, RG makes a proposal to adjust the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval terms and adoption conditions of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company ManagerBoard determines in good faith, will comply with After Consultation, to be at least as favorable as the provisions of Section 7.04(a). Company agrees that its obligation to deliver Superior Proposal or otherwise appropriately addresses the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver the Written Consent, regardless of any intervening event or circumstanceIntervening Event.

Change in Recommendation. (a) Except as Subject to the further provisions of this Section 5.14, if, at any time after the date hereof and prior to obtaining the Seller Stockholder Approval, the Seller receives an Alternative Acquisition Proposal from any Person that the Seller Board has determined in good faith, after consultation with its independent financial advisors and outside legal counsel, constitutes a Superior Acquisition Proposal, and that the failure to take any action with respect to such Superior Acquisition Proposal would reasonably be expected to be a breach inconsistent with the fiduciary duties of the SPAC members of the Seller Board under applicable Law, then the Seller Board may, (a) make a Seller Adverse Recommendation Change and (b) cause the Seller to terminate this Agreement in accordance with Section 7.1 in order to enter into a definitive agreement relating to such Superior Acquisition Proposal; provided that (i) the Seller shall have (A) entered into a confidentiality agreement (in form and substance reasonably acceptable to the Buyer, which acceptance cannot be unreasonably withheld, delayed or conditioned) with the Person that has made the Alternative Acquisition Proposal, (B) furnished, pursuant to such confidentiality agreement, information (including non-public information) with respect to the Company Entities to the Person that has made such Alternative Acquisition Proposal and its Representatives (provided that the Seller shall have, substantially concurrently with the delivery to such Person, provided to the Buyer any non-public information concerning any Company Entity that was provided or made available to such Person or its Representatives unless such non-public information had been previously provided or made available to the Buyer) and (C) engaged in or otherwise participated in discussions or negotiations with the Person making such Alternative Acquisition Proposal and its Representatives regarding such Alternative Acquisition Proposal. The Seller shall promptly (and in any event within 24 hours) notify the Buyer in writing if the Seller takes any of the actions in clauses (A) through (C) above. Notwithstanding anything to the contrary set forth in this Section 5.14(a), the Seller shall not make a Seller Adverse Recommendation Change unless such Seller Adverse Recommendation Change is made in respect of a bona fide Superior Acquisition Proposal. (b) The Seller shall promptly (and in no event later than 24 hours after receipt) notify the Buyer in writing in the event that the Seller or any of its Representatives receives an Alternative Acquisition Proposal or any offer, proposal, inquiry or request for information or discussions relating to the Company Entities that, as determined by the Seller Board in good faith, would be reasonably likely to lead to an Alternative Acquisition Proposal, including the identity of the Person making such Alternative Acquisition Proposal or offer, proposal, inquiry or request and the material terms and conditions thereof (including, if applicable, unredacted copies of any written requests, proposal or offers, including proposed agreements). The Seller shall keep the Buyer reasonably informed, on a reasonably current basis (but in no event more often than once every 24 hours), as to the status of, including any material changes to, such Alternative Acquisition Proposal, offer, proposal, inquiry or request. (c) Prior to making a Seller Adverse Recommendation Change, (A) the Seller shall have given the Buyer at least four Business Days prior written notice of its intention to take such action specifying, in reasonable detail, the Superior Acquisition Proposal (provided that, if applicable, following any subsequent revisions to the terms of the such applicable Superior Acquisition Proposal, the Seller shall be required to deliver a new written notice pursuant to this clause (A) and, thereafter, comply with the further requirements of this sentence with respect to such new written notice), (B) during such notice period, the Seller shall have, and shall have caused its Representatives to, negotiate with the Buyer and its Representatives in good faith (to the extent the Buyer desires to negotiate to) make such adjustments to the terms and conditions of this Agreement and/or the other Contracts contemplated hereby, and (C) upon the end of such notice period, the Seller Board shall have considered in good faith any revisions to the terms of this Agreement and/or the other Contracts contemplated hereby proposed in writing by the Buyer, and shall have determined, after consultation with independent financial advisors and outside legal counsel, that the failure to make a Seller Adverse Recommendation Change would be inconsistent with the Seller Board’s fiduciary duties under applicable Law Law. (d) Nothing contained in this Section 5.14 shall prohibit the Seller or the Seller Board from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the recommendation of Exchange Act (it being understood that such action (other than “stop, look and listen” communication pursuant to Rule 14d-9(f) under the SPAC Board in favor of each of the Proposals (the “SPAC Board Recommendation”Exchange Act) shall be included in the Proxy Statement/Prospectus and constitute a Seller Adverse Recommendation Change for purposes of Section 7.1), or (ii) from making any “stop, look and listen” communication to its stockholders pursuant to Rule 14d-9(f) under the SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason (a “SPAC Change in Recommendation”); provided, that prior to making a SPAC Change in Recommendation, the SPAC Board will comply with the provisions of Section 7.04(b). SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event or circumstance, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless of any intervening event or circumstanceExchange Act. (be) Except as would reasonably The Seller agrees that any breach of this Section 5.14 by any of its Subsidiaries or its and their respective Representatives shall be expected deemed to be a breach of the Company Operating Agreement or the fiduciary duties owed by any Company Member, including the Company Manager under applicable Law and subject to the receipt of the approval this Section 5.14 by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company Manager, will comply with the provisions of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstance, and Company agrees to take all action necessary to obtain and deliver the Written Consent, regardless of any intervening event or circumstanceSeller.

Change in Recommendation. Notwithstanding the foregoing, Criticare's board of directors may effect a company Change in Recommendation if: (a) Except as the Criticare board of directors has received an Acquisition Proposal (that has not been withdrawn) that constitutes a Superior Proposal; (b) the Criticare board of directors determines in good faith (after consultation with its outside legal counsel and after considering in good faith any counter-offer or proposal made by Opto Circuits during the 3 day period contemplated by clause (d) below), that the failure to effect a company Change in Recommendation in light of such Superior Proposal would reasonably be expected to be a breach of the SPAC Board’s its fiduciary duties obligations to Criticare's stockholders under applicable Law Law; (ic) the recommendation of the SPAC Board in favor of each of the Proposals (the “SPAC Board Recommendation”) shall be included in the Proxy Statement/Prospectus and (ii) the SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation for any reason (a “SPAC Change in Recommendation”); provided, that at least 3 business days prior to making a SPAC such company Change in Recommendation, the SPAC Board will comply with the provisions Criticare shall have provided to Opto Circuits a written notice (a "Notice of Section 7.04(b). SPAC agrees that Recommendation Change") of its obligation intention to establish a record date for, duly call, give make such Change in Recommendation (which notice of, convene and hold the Special Meeting for the purpose of seeking approval of the Proposals shall not be affected by any intervening event or circumstancedeemed to be, in and of itself, a Change in Recommendation); (d) during the 3 business day period following Opto Circuits's receipt of a Notice of Recommendation Change, Criticare shall have given Opto Circuits the opportunity to meet with Criticare and its representatives, and SPAC agrees at Opto Circuits's request, shall have negotiated in good faith regarding the terms of possible revisions to establish the terms of the Merger Agreement; and (e) Opto Circuits shall not, within 3 business days of Opto Circuits's receipt of a record date forNotice of Recommendation Change have made an offer that the board of directors of Criticare determines in good faith, duly callafter consultation with its outside legal counsel, give notice ofto be at least as favorable to Criticare's stockholders as such Superior Proposal. In addition, convene and hold Criticare may terminate the Special Meeting and submit for Merger Agreement to enter into a definitive agreement that subsequently results in an Acquisition Transaction prior to December 31, 2008 or upon the approval of the Proposals by the SPAC Stockholders, in each case in accordance with this Agreement, regardless Criticare's board of any intervening event or circumstance. (b) Except as would reasonably be expected to be a breach of the Company Operating Agreement or the fiduciary duties owed by any Company Member, including the Company Manager under applicable Law and subject to the receipt of the approval by the Requisite Members, no Company Member shall change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the recommendation of the Company Manager in favor of approval and adoption of this Agreement and the Mergers and the other Transactions contemplated by this Agreement for any reason (a “Company Change in Recommendation”); provided, that prior to making a Company Change in Recommendation, each Company Member, including the Company Manager, will comply with the provisions of Section 7.04(a). Company agrees that its obligation to deliver the Written Consent shall not be affected by any intervening event or circumstancedirectors, and Company agrees to take all action necessary to obtain within 1 business day after such Acquisition Transaction is consummated, Criticare pays the Termination Fee (as described under "Fees and deliver the Written Consent, regardless of any intervening event or circumstanceExpenses" below).