definiens: means ( a ) the withdrawal ( or modification or qualification in a manner adverse to Parent orPurchaser ) of, or failure to include in the Schedule 14D-9, the Company Board Recommendation, ( b ) the Company Board or a committee thereofadopting, approving, recommending, submitting to the holders of Shares or declaring advisable or recommending ( or publicly proposing to adopt, approve, recommend, submit to the holders of Shares or declare advisable, or making any recommendation other than a rejection of ) any AcquisitionProposal, ( c ) the failure by the Company, within eight ( 8) Business Days of the commencement of a tender or exchange offer for Shares that constitutesan Acquisition Proposal by a Person other than Parent or any of its Affiliates, to file a Schedule 14D-9 pursuant to Rule 14e-2 and Rule 14d-9promulgated under the Exchange Act recommending that the holders of the Shares reject such Acquisition Proposal and not tender any Shares into suchtender or exchange offer, or ( d ) the failure by the Company Board or a committee thereof to publicly reaffirm the Company Board Recommendation withineight ( 8) Business Days of receiving a written request from Parent to provide such public reaffirmation following receipt by the Company of a publiclyannounced Acquisition Proposal ; provided, that, Parent may deliver only two ( 2 ) such requests with respect to any such Acquisition Proposal or ( x ) anyamendment to the financial terms of such Acquisition Proposal or ( y ) any material amendment to the non - financial terms of such Acquisition Proposal