definiens: means any of the following actions by the Company Board orany committee thereof : ( i ) withholding or withdrawing ( or modifying or 6qualifying in a manner adverse to Parent ) or proposing publicly to withhold or withdraw ( or modify or qualify in amanner adverse to Parent ), the Company Board Recommendation, ( ii ) failing to make the Company BoardRecommendation or failing to include the Company Board Recommendation in the Proxy Statement / Prospectus, ineach case, subject to the terms and conditions of this Agreement, ( iii ) approving, recommending or otherwisedeclaring to be advisable or proposing to approve, recommend or determine to be advisable any Company AcquisitionProposal, ( iv ) after receipt of any Company Acquisition Proposal, failing to publicly reaffirm the Company BoardRecommendation within ten ( 10 ) calendar days after Parent requests a reaffirmation thereof in writing, ( v ) following thecommencement of any tender offer or exchange offer that constitutes a Company Acquisition Proposal, publicly beneutral or fail to reject or recommend against any such tender offer or exchange offer, within ten ( 10 ) Business Daysof such commencement of such tender offer or exchange offer, or ( vi ) publicly announce an intention, or resolve, totake any of the foregoing actions