The term (the “ Term ”) of this Agreement shall commence on the date hereof and shall terminate with respect to the Stockholder upon the earliest of (i) the mutual agreement of Parent and such Stockholder, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms and (iv) with respect to such Stockholder, (A) any reduction in the Per Share Merger Consideration or change in the type of such consideration or (B) any extension of the Termination Date, in each case, without the prior written consent of such Stockholder; provided that (A) nothing herein shall relieve any party hereto from liability for any breach of this Agreement prior to termination and (B) this Section 6 and Section 8 shall survive any termination of this Agreement.  In addition, upon a Change of Recommendation under and in compliance with the Merger Agreement, (x) the provisions in Section 2 of this Agreement shall not apply for so long as such Change of Recommendation shall remain in effect and (y) the provisions in clause (ii) of Section 3(b) of this Agreement shall not prohibit the Stockholder (and its controlled Affiliates and Representatives) from engaging in discussions with the Person making the relevant Acquisition Proposal for so long as such Change of Recommendation shall remain in effect.