Common use of No Change of Recommendation Clause in Contracts

No Change of Recommendation. Teladoc and ▇▇▇▇▇▇▇ have agreed that, except as otherwise set forth in the merger agreement, neither the Teladoc board of directors nor the Livongo board of directors will: • withhold or withdraw (or modify, amend or qualify in a manner adverse to Livongo or to Teladoc or Merger Sub, as applicable), or propose publicly to withhold or withdraw (or modify, amend or qualify in a manner adverse to Livongo or to Teladoc or Merger Sub, as applicable), the Teladoc recommendation or the Livongo recommendation (each as defined in the section entitled ‘‘Merger Agreement—Representations and Warranties’’ beginning on page 135), as applicable (or the recommendation or declaration of advisability by any such committee of the merger agreement or the merger); • approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any acquisition proposal; • fail to include the Teladoc recommendation or the Livongo recommendation, as applicable, in this joint proxy statement/prospectus when disseminated to Teladoc stockholders or Livongo stockholders, as applicable; • resolve or agree to take any of the actions described in the preceding three bullets (any action described in this bullet or the preceding three bullets being referred to as a change of recommendation); or • approve, recommend, declare advisable or cause or permit Teladoc or Livongo, as applicable, to enter into any alternative acquisition agreement (as defined in the section entitled ‘‘Merger Agreement—No Solicitation of Acquisition Proposals; No Change of Recommendation’’ beginning on page 140). Nothing contained in the merger agreement will prohibit Teladoc or Livongo or their respective board of directors, directly or indirectly, through their respective representatives, from (i) taking and disclosing to the stockholders of Teladoc or Livongo, as applicable, any position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of Teladoc or Livongo, as applicable, that the Teladoc board of directors or the Livongo board of directors, as applicable, has determined in its good faith judgment (after consultation with its outside counsel) is required by applicable law, except that neither party may effect a change of recommendation other than in accordance with the procedures described in the sections entitled ‘‘Merger Agreement—Change of Recommendation for an Intervening Event’’ and ‘‘Merger Agreement—Change of Recommendation for a Superior Proposal.’’

No Change of Recommendation. Teladoc and ▇▇▇▇▇▇▇ have agreed that, except as otherwise set forth in the merger agreement, neither the Teladoc board of directors nor the Livongo board of directors will: • withhold or withdraw (or modify, amend or qualify in a manner adverse to Livongo or to Teladoc or Merger Sub, as applicable), or propose publicly to withhold or withdraw (or modify, amend or qualify in a manner adverse to Livongo or to Teladoc or Merger Sub, as applicable), the Teladoc recommendation or the Livongo recommendation (each as defined in the section entitled ‘‘“Merger Agreement—Representations and Warranties’’ ” beginning on page 135), as applicable (or the recommendation or declaration of advisability by any such committee of the merger agreement or the merger); • approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any acquisition proposal; • fail to include the Teladoc recommendation or the Livongo recommendation, as applicable, in this joint proxy statement/prospectus when disseminated to Teladoc stockholders or Livongo stockholders, as applicable; • resolve or agree to take any of the actions described in the preceding three bullets (any action described in this bullet or the preceding three bullets being referred to as a change of recommendation); or • approve, recommend, declare advisable or cause or permit Teladoc or Livongo, as applicable, to enter into any alternative acquisition agreement (as defined in the section entitled ‘‘“Merger Agreement—No Solicitation of Acquisition Proposals; No Change of Recommendation’’ ” beginning on page 140). Nothing contained in the merger agreement will prohibit Teladoc or Livongo or their respective board of directors, directly or indirectly, through their respective representatives, from (i) taking and disclosing to the stockholders of Teladoc or Livongo, as applicable, any position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of Teladoc or Livongo, as applicable, that the Teladoc board of directors or the Livongo board of directors, as applicable, has determined in its good faith judgment (after consultation with its outside counsel) is required by applicable law, except that neither party may effect a change of recommendation other than in accordance with the procedures described in the sections entitled ‘‘“Merger Agreement—Change of Recommendation for an Intervening Event’’ ” and ‘‘“Merger Agreement—Change of Recommendation for a Superior Proposal.’’”