definiens: means the Seller Board ( a ) failing to make, withdraw, amend, modify, or materially qualify, in a manner adverse to Buyer, the Seller Board Recommendation, ( b ) failing to include the SellerBoard Recommendation in the Seller Proxy Statement that is mailed to Seller ’s stockholders, ( c ) recommending aTakeover Proposal, ( d ) failing to recommend against acceptance of any tender offer or exchange offer for the sharesof Seller ’s stock that constitutes a Takeover Proposal within ten ( 10 ) Business Days after the commencement ofsuch offer, ( e ) failing to reaffirm ( publicly, if so requested by Buyer ) the Seller Board Recommendation within ten ( 10)Business Days after the date of any Takeover Proposal ( or material modification thereto ) is first publicly disclosed bySeller or the Person making such Takeover Proposal, or, if the Seller Stockholders Meeting is scheduled to be heldwithin ten ( 10 ) Business Days of such request, within one ( 1 ) Business Day after such request and in any event, priorto the date of the Seller Stockholders Meeting, ( f ) making any public statement inconsistent with the Seller BoardRecommendation or ( g ) resolving or agreeing to take any of the foregoing actions