Section 7.3 No Solicitation by the Company. <omitted> (f) Prior to making any Company Adverse Recommendation Change or entering into any Alternative Company Acquisition Agreement, (i) the Company Board shall provide Parent at least four calendar days’ prior written notice of its intention to take such action, which notice shall specify, in reasonable detail, the reasons therefor and, in the case of a Company Acquisition Proposal, the material terms and conditions of such proposal, and attaching a copy of any proposed agreements for the Superior Company Proposal, if applicable, it being understood that the delivery of such notice shall not itself constitute a Company Adverse Recommendation Change; (ii) during the four calendar days following such written notice, the Company Board and its Representatives shall negotiate in good faith with Parent (to the extent Parent desires to negotiate) regarding any revisions to the terms of the transactions contemplated hereby proposed by Parent in response to such Superior Company Proposal or Intervening Event, as applicable, as would enable the Company Board to maintain the Company Board Recommendation and not make a Company Adverse Recommendation Change or, in the case of a Superior Company Proposal, terminate this Agreement; and (iii) at the end of the four calendar day period described in the foregoing clause (ii), the Company Board shall have concluded in good faith, after consultation with the Company’s outside legal counsel and outside financial advisors (and taking into account any adjustment or modification of the terms of this Agreement proposed in writing by Parent), that, as applicable (A) the Company Acquisition Proposal continues to be a Superior Company Proposal or (B) the Intervening Event continues to warrant a Company Adverse Recommendation Change and, in each case, that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Laws. (Page 69)

Section 7.3 No Solicitation by the Company. <omitted> (f) Prior to making any Company Adverse Recommendation Change <omitted> (i) the Company Board shall provide Parent at least four calendar days’ prior written notice of its intention to take such action<omitted>, the material terms and conditions of such proposal, and attaching a copy of any proposed agreements for the Superior Company Proposal<omitted>; (ii) during the four calendar days following such written notice, the Company Board and its Representatives shall negotiate in good faith with Parent <omitted> as would enable the Company Board to maintain the Company Board Recommendation and not make a Company Adverse Recommendation Change (Page 69)

(None entered)

(D) Section 7.3(f) of the Agreement is hereby amended and restated in its entirety to read as follows: 

“Prior to making any Company Adverse Recommendation Change or entering into any Alternative Company Acquisition Agreement, (i) the Company Board shall provide Parent at least four calendar days’ prior written notice of its intention to take such action, which notice shall specify, in reasonable detail, the reasons therefor and, in the case of a Company Acquisition Proposal, the material terms and conditions of such proposal, and attaching a copy of any proposed agreements for the Superior Company Proposal, if applicable, it being understood that the delivery of such notice shall not itself constitute a Company Adverse Recommendation Change; (ii) during the four calendar days following such written notice, the Company Board and its Representatives shall negotiate in good faith with Parent (to the extent Parent desires to negotiate) regarding any revisions to the terms of the transactions contemplated hereby proposed by Parent in response to such Superior Company Proposal or Intervening Event, as applicable, as would enable the Company Board to maintain the Company Board Recommendation and not make a Company Adverse Recommendation Change or, in the case of a Superior Company Proposal, terminate this Agreement; and (iii) at the end of the four calendar days described in the foregoing clause (ii), the Company Board shall have concluded in good faith, after consultation with the Company’s outside legal counsel and outside financial advisors (and taking into account any adjustment or modification   2


of the terms of this Agreement proposed in writing by Parent), that, as applicable (A) the Company Acquisition Proposal continues to be a Superior Company Proposal or (B) the Intervening Event continues to warrant a Company Adverse Recommendation Change and, in each case, that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Laws.” (Pages 2-3)

(D) Section 7.3(f) of the Agreement is hereby amended and restated in its entirety to read as follows: 

“Prior to making any Company Adverse Recommendation Change <omitted>, (i) the Company Board shall provide Parent at least four calendar days’ prior written notice of its intention to take such action <omitted>, the material terms and conditions of such proposal, and attaching a copy of any proposed agreements for the Superior Company Proposal <omitted>; (ii) during the four calendar days following such written notice, the Company Board and its Representatives shall negotiate in good faith with Parent <omitted> as would enable the Company Board to maintain the Company Board Recommendation and not make a Company Adverse Recommendation Change (Pages 2-3)

(None entered)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 4 calendar days