Common use of Change of Recommendation Clause in Contracts

Change of Recommendation. Each of the Special Committee and the Company Board shall (i) recommend that the Company’s stockholders adopt this Agreement and (ii) not withhold, withdraw, qualify or modify in a manner adverse to Parent the Special Committee Recommendation or the Company Board Recommendation or publicly recommend or announce an intention to take any action or make any statement inconsistent with the Special Committee Recommendation or the Company Board Recommendation (any of the actions prohibited by this clause (ii), a “Change of Recommendation”). Notwithstanding anything to the contrary in this Agreement, at any time prior to the receipt of the Company Stockholder Approvals, if the Special Committee determines in good faith (after considering the advice of its outside legal advisors) that it would be inconsistent with its fiduciary duties under Delaware Law to continue to recommend that the Company’s stockholders (other than the Parent Parties and their Affiliates) vote to grant the Company Stockholder Approvals then either or both of the Special Committee or the Company Board (only upon the recommendation of the Special Committee) may make a Change of Recommendation, in which case the obligations of the Special Committee and the Company Board under this Section 5.3 shall cease; provided, that the Special Committee and the Company Board may not make a Change of Recommendation (a) until after at least three (3) Business Days following Parent’s receipt of written notice from the Company advising Parent that the Special Committee and/or the Company Board intends to make a Change of Recommendation and setting forth a summary of the reason for the proposed Change of Recommendation and (b) unless the Special Committee shall have considered in good faith any proposals that may have been made by Parent during such period of three (3) Business Days. A Change of Recommendation shall not affect the Company’s obligations under Section 5.4.

Change of Recommendation. Each of the Special Committee and the Company Board shall (i) recommend that the Company’s stockholders adopt this Agreement and (ii) not withhold, withdraw, qualify or modify in a manner adverse to Parent the Special Committee Recommendation or the Company Board Recommendation or publicly recommend or announce an intention to take any action or make any statement inconsistent with the Special Committee Recommendation or the Company Board Recommendation (any of the actions prohibited by this clause (iiNotwithstanding Section 5.2(d), a “Change of Recommendation”). Notwithstanding anything to the contrary in this Agreement, at any time prior to the earlier to occur of the Offer Closing and the Company’s receipt of the Company Stockholder ApprovalsApproval, the Company Board may effect a Company Adverse Recommendation Change only if the Special Committee Company Board determines in good faith (after considering faith, After Consultation, that the advice of its outside legal advisors) that it failure to take such action would be inconsistent with its fiduciary duties under Delaware Law applicable Law. Notwithstanding anything to continue to recommend that the Company’s stockholders (other than the Parent Parties and their Affiliates) vote to grant the Company Stockholder Approvals then either or both of the Special Committee or contrary, the Company Board (only upon the recommendation of the Special Committee) may shall not be permitted to make a Company Adverse Recommendation Change of Recommendationor, in which case the obligations of the Special Committee and solely with respect to a Superior Proposal, terminate this Agreement pursuant to Section 7.1 (c)(ii) unless theretofore (x) the Company Board under this Section 5.3 shall cease; provided, that the Special Committee have provided to Parent and the Company Board may not make a Change of Recommendation (a) until after at least Purchaser no fewer than three (3) Business Days following Parent’s receipt of advance written notice from of the Company’s intention to make a Company Adverse Recommendation Change or to terminate this Agreement pursuant to Section 7.1(c)(ii), and in the case of a Company Adverse Recommendation Change not being made in respect of a Superior Proposal, specifying the reasons therefor (a “Notice of Intended Recommendation Change”) and (y): (i) if such Company Adverse Recommendation Change is not being made in respect of a Superior Proposal, during such three (3) Business Day period, if requested by Parent, the Company advising shall engage in good faith negotiations with Parent to amend the terms and conditions of this Agreement in such a manner that the Special Committee and/or would enable the Company Board intends to determine in good faith, After Consultation, that it is no longer necessary for the Company Board to make a Company Adverse Recommendation Change; or (ii) if such Company Adverse Recommendation Change or termination is being made in respect of a Superior Proposal: (1) the Notice of Intended Recommendation and setting forth a summary Change shall further specify the identity of the reason party making such Superior Proposal and the material terms thereof and copies of all relevant documents relating to such Superior Proposal (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 5.2(e), except that the advance written notice period and corresponding references in clause (x) of this Section 5.2(e) to three (3) Business Days shall be reduced to two (2) Business Days for any such new Notice of Intended Recommendation Change); and (2) after providing the proposed Change Notice of Intended Recommendation Change, the Company shall, and shall cause its Representatives to, negotiate with Parent and Purchaser in good faith (bto the extent Parent and Purchaser have notified the Company of their intention to negotiate) unless during such three (3) Business Day period (or two (2) Business Day period in the Special Committee 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 5.2(e), the Company Board shall have considered in good faith faith, After Consultation, any proposals amendments to the terms and conditions of this Agreement (including any increase in the Offer Price and Merger Consideration) and the other agreements contemplated hereby that may have been made be offered in writing by Parent during no later than 5:00 p.m., New York City time, on the third Business Day of such period of three (3) Business Days. A Day period (or the first (1st) 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 Company Adverse Recommendation Change not being made in respect of a Superior Proposal, no amendment to the terms and conditions of this Agreement has been so offered by Parent which, if given effect, would enable the Company Board to determine in good faith, After Consultation, that it is no longer necessary for the Company Board to make a Company Adverse Recommendation shall not affect the Company’s obligations under Section 5.4Change.

Change of Recommendation. Each of (a) Except as expressly permitted by this Section 7.9, neither the CFI Board nor any committee thereof (including the Special Committee and the Company Board Committee) shall (i) recommend that the Company’s stockholders adopt this Agreement and (ii) not withhold, withdraw, modify or qualify or modify (in a manner adverse to Parent the Special Committee Recommendation or the Company Board Recommendation CC), or publicly recommend or announce an intention propose to take any action or make any statement inconsistent with the Special Committee Recommendation or the Company Board Recommendation (do any of the actions prohibited by this clause foregoing, the Recommendation or (ii), ) fail to include the Recommendation in the Proxy Statement (any such action being referred to as a “Change of Recommendation”). . (b) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to the receipt time the Requisite CFI Stockholder Approvals are obtained, the Special Committee may effect a Change of Recommendation (in which case the Company Stockholder ApprovalsCFI Board shall effect a corresponding Change of Recommendation), if if, and only if: (i) the CFI Board or the Special Committee determines in good faith (faith, after considering the advice of consultation with its financial advisor and outside legal advisors) counsel, that it failure to do so would be inconsistent with its the directors’ fiduciary duties under Delaware applicable Law and CFI shall have complied with all of its obligations under this Section 7.9; (ii) CFI shall have provided prior written notice to continue to recommend CC, at least three Business Days in advance, that the Company’s stockholders (other than the Parent Parties and their Affiliates) vote to grant the Company Stockholder Approvals then either CFI Board or both of the Special Committee or the Company Board (only upon the recommendation of the Special Committee) may make intends to effect a Change of Recommendation, which notice shall specify, in which case reasonable detail the obligations basis for the Change of Recommendation; (iii) after providing such notice and prior to the Special Committee and the Company CFI Board under effecting such Change of Recommendation, CFI shall, and shall cause its Representatives to, negotiate with CC in good faith (to the extent CC desires to negotiate) during such three Business Day period to make such adjustments in the terms and conditions of this Section 5.3 shall cease; provided, that Agreement as would permit the Special Committee and the Company CFI Board may not make to effect a Change of Recommendation Recommendation; and (aiv) until after at least three (3) Business Days following Parent’s receipt of written notice from the Company advising Parent that the Special Committee and/or the Company Board intends to make a Change of Recommendation and setting forth a summary of the reason for the proposed Change of Recommendation and (b) unless the Special Committee shall have considered in good faith any proposals changes to this Agreement that may be offered in writing by CC no later than 5:00 PM Eastern time on the third Business Day of such three Business Day period in a manner that would form a binding contract if accepted by CFI and shall have been made by Parent during such period determined, after consultation with its financial advisor and outside legal counsel, that failure of three (3) Business Days. A the CFI Board or the Special Committee to effect a Change of Recommendation would continue to be inconsistent with the directors’ fiduciary duties under applicable Law, if such changes were to be given effect; provided that in the event of any material change in the circumstances giving rise to the Change of Recommendation, CFI shall not affect be required to deliver a new written notice to CC and to comply with the Company’s obligations under requirements of this Section 5.47.9 with respect to such new written notice, except that in such case the three Business Day period referenced to in Section 7.9(b)(ii) and (iii) shall be two Business Days.

Change of Recommendation. Each of the Special Committee and the Company Board shall (i) recommend that the Company’s stockholders adopt this Agreement and (ii) not withhold, withdraw, qualify or modify in a manner adverse to Parent the Special Committee Recommendation or the Company Board Recommendation or publicly recommend or announce an intention to take any action or make any statement inconsistent with the Special Committee Recommendation or the Company Board Recommendation (any of the actions prohibited by this clause (iiNotwithstanding Section 5.2(d), a “Change of Recommendation”). Notwithstanding anything to the contrary in this Agreement, at any time prior to the earlier to occur of the Offer Closing and the Company’s receipt of the Company Stockholder ApprovalsApproval, the Company Board may effect a Company Adverse Recommendation Change only if the Special Committee Company Board determines in good faith (after considering faith, After Consultation, that the advice of its outside legal advisors) that it failure to take such action would be inconsistent with its fiduciary duties under Delaware Law applicable Law. Notwithstanding anything to continue to recommend that the Company’s stockholders (other than the Parent Parties and their Affiliates) vote to grant the Company Stockholder Approvals then either or both of the Special Committee or contrary, the Company Board (only upon the recommendation of the Special Committee) may shall not be permitted to make a Company Adverse Recommendation Change of Recommendationor, in which case the obligations of the Special Committee and solely with respect to a Superior Proposal, terminate this Agreement pursuant to Section 7.1(c)(ii) unless theretofore (x) the Company Board under this Section 5.3 shall cease; provided, that the Special Committee have provided to Parent and the Company Board may not make a Change of Recommendation (a) until after at least Purchaser no fewer than three (3) Business Days following Parent’s receipt of advance written notice from of the Company’s intention to make a Company Adverse Recommendation Change or to terminate this Agreement pursuant to Section 7.1(c)(ii), and in the case of a Company Adverse Recommendation Change not being made in respect of a Superior Proposal, specifying the reasons therefor (a “Notice of Intended Recommendation Change”) and (y): (i) if such Company Adverse Recommendation Change is not being made in respect of a Superior Proposal, during such three (3) Business Day period, if requested by Parent, the Company advising shall engage in good faith negotiations with Parent to amend the terms and conditions of this Agreement in such a manner that the Special Committee and/or would enable the Company Board intends to determine in good faith, After Consultation, that it is no longer necessary for the Company Board to make a Company Adverse Recommendation Change; or (ii) if such Company Adverse Recommendation Change or termination is being made in respect of a Superior Proposal: (1) the Notice of Intended Recommendation and setting forth a summary Change shall further specify the identity of the reason party making such Superior Proposal and the material terms thereof and copies of all relevant documents relating to such Superior Proposal (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 5.2(e), except that the advance written notice period and corresponding references in clause (x) of this Section 5.2(e) to three (3) Business Days shall be reduced to two (2) Business Days for any such new Notice of Intended Recommendation Change); and (2) after providing the proposed Change Notice of Intended Recommendation Change, the Company shall, and shall cause its Representatives to, negotiate with Parent and Purchaser in good faith (bto the extent Parent and Purchaser have notified the Company of their intention to negotiate) unless during such three (3) Business Day period (or two (2) Business Day period in the Special Committee 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 5.2(e), the Company Board shall have considered in good faith faith, After Consultation, any proposals amendments to the terms and conditions of this Agreement (including any increase in the Offer Price and Merger Consideration) and the other agreements contemplated hereby that may have been made be offered in writing by Parent during no later than 5:00 p.m., New York City time, on the third Business Day of such period of three (3) Business Days. A Day period (or the first (1st) 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 Company Adverse Recommendation Change not being made in respect of a Superior Proposal, no amendment to the terms and conditions of this Agreement has been so offered by Parent which, if given effect, would enable the Company Board to determine in good faith, After Consultation, that it is no longer necessary for the Company Board to make a Company Adverse Recommendation shall not affect the Company’s obligations under Section 5.4Change.

Change of Recommendation. Each of the Special Committee and the Company Board shall (i) recommend In response to the receipt of a Superior Proposal that has not been withdrawn, the Company’s Board of Directors of the Company may, at any time prior to Stockholder Approval, withdraw, modify or qualify its recommendation to the stockholders of the Company to approve and adopt this Agreement and (ii) not withhold, withdraw, qualify or modify in a manner adverse to Parent the Special Committee Recommendation or the Company Board Recommendation or publicly recommend or announce an intention to take any action or make any statement inconsistent with the Special Committee Recommendation or the Company Board Recommendation (any of the actions prohibited by this clause (ii), a “Change of Recommendation”). Notwithstanding anything to ) if the contrary in this Agreement, at any time prior to the receipt Board of Directors of the Company Stockholder Approvals, if the Special Committee determines has concluded in good faith (faith, after considering consultation with the advice of its Company’s outside legal and financial advisors) , that it the failure of the Board of Directors to effect a Change of Recommendation would be inconsistent with its reasonably likely to breach the directors’ exercise of their fiduciary duties under Delaware Law obligations to continue to recommend that the Company’s stockholders under applicable Legal Requirements; provided, however, that prior to withdrawing, modifying or qualifying its recommendation, the Board of Directors shall give Parent three (other than the Parent Parties and their Affiliates3) vote business days’ notice of its intent to grant the Company Stockholder Approvals then either or both of the Special Committee or the Company Board (only upon the recommendation of the Special Committee) may make do so and, concurrent with a Change of Recommendation, terminate this Agreement pursuant to Section 7.1(d)(ii). (ii) Nothing in which case this Agreement shall prohibit or restrict the obligations Board of Directors of the Special Committee and the Company Board under this Section 5.3 shall cease; provided, that the Special Committee and the Company Board may not make from making a Change of Recommendation (a) until to the extent that the Board determines in good faith, after at least three (3) Business Days following Parentconsultation with the Company’s receipt outside legal counsel, that the failure of written notice from the Board of Directors of the Company advising Parent that the Special Committee and/or the Company Board intends to make effect a Change of Recommendation and setting forth a summary would breach the directors’ exercise of the reason for the proposed Change of Recommendation and (b) unless the Special Committee shall have considered in good faith any proposals that may have been made by Parent during such period of three (3) Business Days. A Change of Recommendation shall not affect their fiduciary obligations to the Company’s obligations stockholders under Section 5.4applicable Legal Requirements. (iii) Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act.

Change of Recommendation. Each of Notwithstanding the Special Committee and the Company Board shall (i) recommend that the Company’s stockholders adopt this Agreement and (ii) not withhold, withdraw, qualify or modify in a manner adverse to Parent the Special Committee Recommendation or the Company Board Recommendation or publicly recommend or announce an intention to take any action or make any statement inconsistent with the Special Committee Recommendation or the Company Board Recommendation (any of the actions prohibited by this clause (ii), a “Change of Recommendation”). Notwithstanding anything to the contrary in this Agreementforegoing, at any time prior to the receipt obtaining approval of any of the Shareholder Proposals and subject to prior compliance with Section 3.2(b), the Board of Directors may make a Company Stockholder Approvals, if Adverse Recommendation Change if: (i) an unsolicited Competing Transaction that the Special Committee Board of Directors reasonably determines (after consultation with the Company’s outside counsel and financial advisors) constitutes a Superior Competing Transaction was made after the date hereof and not withdrawn; (ii) the Board of Directors determines in good faith (after considering the taking into account advice of its outside legal advisorscounsel) that it would be inconsistent that, in light of such Superior Competing Transaction, the making of a Company Adverse Recommendation Change or termination of this Agreement is required in order for the Company Board of Directors to comply with its fiduciary duties under Delaware Law obligations to continue to recommend that the Company’s stockholders shareholders under applicable Law; (other than iii) neither the Parent Parties and their Affiliates) vote to grant Company, the Company Stockholder Approvals then either or both Subsidiaries nor any of their respective Representatives shall have violated any of the Special Committee or restrictions set forth in this Section 3.2 in any material respect; and (iv) the Company delivers written notice to the Investor (a “Notice of Superior Competing Transaction”) advising the Investor that the Board (only upon of Directors intends to take such action and specifying the recommendation reasons therefor, including the material terms and conditions of any Superior Competing Transaction that is the basis of the Special Committeeproposed action by the Board of Directors (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Competing Transaction shall require a new Notice of Superior Competing Transaction and a new five (5) may make a Change of RecommendationBusiness Day period), in which case and after the obligations fifth (5th) Business Day following delivery of the Special Committee Notice of Superior Competing Transaction to the Investor and the Company Board under this Section 5.3 shall cease; provided, that the Special Committee and the Company Board may not make a Change of Recommendation (a) until after at least three (3) Business Days following Parent’s receipt of written notice from the Company advising Parent that the Special Committee and/or the Company Board intends to make a Change of Recommendation and setting forth a summary of the reason for the proposed Change of Recommendation and (b) unless the Special Committee shall have considered negotiating in good faith any proposals that may have been made by Parent with the Investor during such period to make such adjustments to the terms and conditions of three (3) Business Days. A Change this Agreement as would enable the Company to proceed with the Investment and the other transactions contemplated hereby and taking into account any revised proposal made by the Investor since receipt of Recommendation shall not affect the Company’s obligations under Section 5.4Notice of Superior Competing Transaction, the Board of Directors continues to determine in good faith that the Competing Transaction constitutes a Superior Competing Transaction.