definiens: means any of the following actions by the Company Board orany committee thereof : ( i ) withholding or withdrawing ( or modifying or qualifying in a manner adverse to Parent ) orproposing publicly to withhold or withdraw ( or modify or qualify in a manner adverse to Parent ), the Company BoardRecommendation, ( ii ) failing to make the Company Board Recommendation or fail to include the Company BoardRecommendation in the Proxy Statement / Prospectus, in each case, subject to the terms and conditions of thisAgreement, ( iii ) approving, recommending or otherwise declaring to be advisable or proposing to approve, recommendor determine to be advisable any Company Acquisition Proposal, ( iv ) after receipt of any Company AcquisitionProposal, failing to publicly reaffirm the Company Board Recommendation within ten ( 10 ) calendar days after Parentrequests a reaffirmation thereof in writing, ( v ) following the commencement of any tender offer or exchange offer thatconstitutes a Company Acquisition Proposal, publicly be neutral or fail to reject or recommend against any suchtender offer or exchange offer, within ten ( 10 ) Business Days of such commencement of such tender offer orexchange offer, or ( vi ) publicly announce an intention, or resolve, to take any of the foregoing actions