Common use of No Change of Recommendation Clause in Contracts

No Change of Recommendation. (a) Except as permitted by Section 6.06(b), the DSAQ Board, including any committee thereof, shall not: (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the DSAQ Recommendation in a manner adverse to the Blade Group; or (ii) fail to include the DSAQ Recommendation in the Registration Statement/Proxy Statement (any of the actions set forth in the foregoing clauses (i) and (ii), a “DSAQ Change of Recommendation”). (b) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Required DSAQ Stockholder Approval, the DSAQ Board determines in good faith, after consultation with its outside legal counsel that a Blade ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect has occurred on or after the date of this Agreement and as a result, the failure to make a DSAQ Change of Recommendation would be inconsistent with the DSAQ Board’s fiduciary duties under applicable Law, the DSAQ Board may, prior to obtaining the Required DSAQ Stockholder Approval, make a DSAQ Change of Recommendation; provided, however, that DSAQ shall not be entitled to make, or agree or resolve to make, a DSAQ Change of Recommendation unless (i) DSAQ delivers to PubCo a written notice (a “Material Adverse Effect Notice”) advising PubCo that the DSAQ Board proposes to take such action and containing the material facts underlying the DSAQ Board’s determination that a Blade ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect has occurred and that failure to make a DSAQ Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law and (ii) at or after 5:00 p.m., New York time, on the fourth Business Day immediately following the day on which DSAQ delivered the Material Adverse Effect Notice (such period from the time the Material Adverse Effect Notice is provided until 5:00 p.m., New York time, on the fourth Business Day immediately following the day on which DSAQ delivered the Material Adverse Effect Notice (it being understood that any material development with respect to a Blade ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect require a new notice but with an additional three (3) Business Day (instead of four (4) Business Day) period from the date of such notice), the “Material Adverse Effect Notice Period”), the DSAQ Board reaffirms in good faith (after consultation with its outside legal counsel and financial advisor) that the failure to make a DSAQ Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law. If requested by PubCo, DSAQ shall, and shall use its reasonable best efforts to cause its Representatives to, during the Material Adverse Effect Notice Period, engage in good faith negotiations with PubCo and its Representatives to make such adjustments in the terms and conditions of this Agreement so that the failure to make a DSAQ Change of Recommendation would not be inconsistent with the DSAQ Board’s fiduciary duties under applicable Law.

No Change of Recommendation. (a) Except as permitted by Section 6.06(b7.07(b), the DSAQ GG Board, including any committee thereof, shall not: (i) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the DSAQ GG Recommendation in a manner adverse to Parent, ListCo or the Blade GroupCompany; or (ii) fail to include the DSAQ GG Recommendation in the Registration Statement/Proxy Statement (any of the actions set forth in the foregoing clauses (i) and (ii), a “DSAQ GG Change of Recommendation”). (b) Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Required DSAQ GG Stockholder Approval, the DSAQ GG Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that in response to a Blade ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect has occurred on or after the date of this Agreement and as a resultGG Intervening Event, the failure to make a DSAQ GG Change of Recommendation would be inconsistent with the DSAQ GG Board’s fiduciary duties under applicable Law, the DSAQ GG Board may, prior to obtaining the Required DSAQ GG Stockholder Approval, make a DSAQ GG Change of Recommendation; provided, however, that DSAQ GG shall not be entitled to make, or agree or resolve to make, a DSAQ GG Change of Recommendation unless (i) DSAQ GG delivers to PubCo Parent a written notice (a “Material Adverse Effect GG Intervening Event Notice”) advising PubCo Parent that the DSAQ GG Board proposes to take such action and containing the material facts underlying the DSAQ GG Board’s determination that a Blade ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect GG Intervening Event has occurred and that failure to make a DSAQ GG Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law and (ii) at or after 5:00 p.m., New York time, on the fourth Business Day immediately following the day on which DSAQ GG delivered the Material Adverse Effect GG Intervening Event Notice (such period from the time the Material Adverse Effect GG Intervening Event Notice is provided until 5:00 p.m., New York time, on the fourth Business Day immediately following the day on which DSAQ GG delivered the Material Adverse Effect GG Intervening Event Notice (it being understood that any material development with respect to a Blade ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect GG Intervening Event shall require a new notice but with an additional three (3) Business Day (instead of four (4) Business Day) period from the date of such notice), the “Material Adverse Effect GG Intervening Event Notice Period”), the DSAQ GG Board reaffirms in good faith (after consultation with its outside legal counsel and financial advisor) that the failure to make a DSAQ GG Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law. If requested by PubCoParent, DSAQ GG shall, and shall use its reasonable best efforts to cause its Representatives to, during the Material Adverse Effect GG Intervening Event Notice Period, engage in good faith negotiations with PubCo Parent and its Representatives to make such adjustments in the terms and conditions of this Agreement so that the failure to make a DSAQ GG Change of Recommendation would not be inconsistent with the DSAQ GG Board’s fiduciary duties under applicable Law.