Common use of Board of Directors Recommendation Clause in Contracts

Board of Directors Recommendation. (a) In response to the receipt of an unsolicited, bona fide Alternative Transaction Proposal which is determined by the Board of Directors of Xxxxxx to be a Superior Proposal, Andrew’s Board of Directors may withhold, withdraw, amend or modify its recommendation in favor of approval and adoption of this Agreement and the Merger and may approve or recommend to its shareholders any Superior Proposal (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”) if the Board of Directors of Xxxxxx has concluded in good faith, after receipt of advice of its outside legal counsel, that, in light of such Superior Proposal, the failure of the Board of Directors to effect a Change of Recommendation is reasonably likely to result in a breach of its fiduciary obligations to its stockholders under Applicable Law. (b) Prior to announcing any Change of Recommendation pursuant to Section 5.3(a), Xxxxxx shall (A) provide to Parent three business days’ prior written notice which shall (x) state expressly that it intends to effect a Change of Recommendation and (y) describe any modifications to the material terms and conditions of the Superior Proposal and the identity of the Person or group making the Superior Proposal from the description of such terms and conditions and such Person contained in the notice required under Section 5.2(d), (B) make available to Parent all materials and information made available to the Person or group making the Superior Proposal in connection with such Superior Proposal, and (C) during the three business-day period commencing upon receipt of the notice described in Section 5.3(b)(A), if requested by Parent, engage in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal. (c) In addition to the circumstances set forth in Section 5.3(a), the Board of Directors of Xxxxxx xxx effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the approval and adoption of this Agreement and the Merger) if there shall have occurred and be continuing any other event, occurrence or circumstance as a result of which, in the good faith judgment of the Board of Directors of Xxxxxx, after consultation with outside counsel of Xxxxxx, the failure to effect a Change in Recommendation would violate the fiduciary duties of the Xxxxxx Board of Directors to Andrew’s stockholders under Applicable Law. (d) If the Board of Directors of Xxxxxx has effected a Change of Recommendation, Xxxxxx shall promptly notify Parent in writing of such Change in Recommendation, including the specific subparagraph, but not more than one subparagraph, of Section 5.3 in reliance upon which such Change in Recommendation is made. If Parent thereafter terminates this Agreement in accordance with Section 8.1 based upon such notice, then the termination effects with respect to the specific subparagraph identified in such notice that are set forth in Section 8.3 shall apply.

Board of Directors Recommendation. (a) In response to (i) the receipt of an unsolicited, bona fide Alternative Transaction Proposal which is determined by the Board of Directors of Xxxxxx the Company to be a Superior Proposal or (ii) any material event, development, circumstance, occurrence or change in circumstances or facts (including any material change in probability or magnitude of circumstances), not related to an Alternative Transaction Proposal, Andrew’s and that first occurred following the execution of this Agreement that was neither known to nor reasonably foreseeable by the Company as of or prior to the date hereof, that materially improves the financial condition or results of operations of the Company (excluding the fact that the Company meets or exceeds any internal or published projections, forecasts or estimates of its revenue, earnings or other financial performance or results of operations for any period ending on or after the date hereof, or changes after the date of this Agreement in the market price or trading volume of the Company Common Stock or any credit rating of the Company) (an “Intervening Event”), such Board of Directors may may, after fully complying with Section 5.4(b) (A) withhold, withdraw, withdraw or qualify (or amend or modify its in a manner adverse to Parent) or publicly propose to withhold, withdraw or qualify (or amend or modify in a manner adverse to Parent), the approval, recommendation in favor or declaration of approval and adoption advisability by such Board of Directors or any committee thereof of this Agreement and Agreement, the Merger and may approve or recommend the other transactions contemplated by this Agreement, or (B) recommend, adopt or approve, or publicly propose to its shareholders recommend, adopt or approve, any Superior Proposal (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”) ), if the Board of Directors of Xxxxxx the Company has concluded in good faith, after receipt of advice of its outside legal counsel, that, in light of such Superior ProposalProposal or Intervening Event, as applicable, the failure of the Board of Directors to effect a Change of Recommendation is reasonably likely to result in a breach of its fiduciary obligations to its stockholders the shareholders of the Company under Applicable applicable Law. (b) Prior to announcing any Change of Recommendation pursuant to Section 5.3(a5.4(a), Xxxxxx shall the Company shall, to the extent applicable, (A) provide to Parent three business daysBusiness Days’ prior written notice which shall (x) state expressly that it intends to effect a Change of Recommendation Recommendation, and (y) in connection with a Change of Recommendation resulting from receipt of a Superior Proposal, describe any modifications to the material terms and conditions of the Superior Proposal and the identity of the Person or group making the Superior Proposal from the description of such terms and conditions and such Person contained in the notice required under Section 5.2(d5.3(d), or in the case of an Intervening Event written information describing the Intervening Event in reasonable detail and shall keep Parent reasonably informed of material events with respect to such Intervening Event, (B) make available to Parent all materials and information made available to the Person or group making the Superior Proposal in connection with such Superior Proposal, Proposal or the materials provided to the Board of Directors in connection with its evaluation of an Intervening Event and (C) during the three business-day Business Day period commencing upon receipt of the notice described in Section 5.3(b)(A5.4(b)(A), if requested by Parent, engage in good faith negotiations to amend this Agreement in such a manner that (i) the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal. (c) In addition , and if there is any material revision to the circumstances set forth terms of the Alternative Transaction Proposal which was determined to be a Superior Proposal, including, any revision in Section 5.3(a)price, the Board notice period shall be extended, if applicable, to provide for an additional three Business Day period subsequent to the time the Company notifies Parent of Directors of Xxxxxx xxx effect a Change of Recommendation any such material revision (but only insofar as it being understood that there may be multiple extensions) or (ii) the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the approval and adoption of this Agreement and the Merger) if there shall have occurred and be continuing any other event, occurrence or circumstance as a result of which, in the good faith judgment failure of the Board of Directors of Xxxxxx, after consultation with outside counsel of Xxxxxx, the failure to effect a Change in Recommendation in response to an Intervening Event would violate no longer be reasonably likely to result in a breach of its fiduciary obligations to the fiduciary duties shareholders of the Xxxxxx Board of Directors to Andrew’s stockholders Company under Applicable applicable Law. (dc) If the Board of Directors of Xxxxxx the Company has effected a Change of Recommendation, Xxxxxx the Company, as applicable, shall promptly notify Parent in writing of such Change in Recommendation, including the specific subparagraph, but not more than one subparagraph, of Section 5.3 5.4 in reliance upon which such Change in Recommendation is made. If Parent thereafter terminates this Agreement in accordance with Section 8.1 based upon such notice, then the termination effects with respect to the specific subparagraph identified in such notice that are set forth in Section 8.3 shall apply.

Board of Directors Recommendation. (a) In response to the receipt of an unsolicited, bona fide Alternative Transaction Proposal which is determined by the Board of Directors of Xxxxxx Axxxxx or ADC, as the case may be, to be a Superior Proposal, Andrew’s such Board of Directors may withhold, withdraw, amend or modify its recommendation in favor of, in the case of Axxxxx, approval and adoption of this Agreement and the Merger and may approve and, in the case of ADC, the ADC Share Issuance, and, in the case of a Superior Proposal that is a tender or recommend exchange offer made directly to its shareholders any Superior Proposal stockholders, may recommend that its stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”) if the Board of Directors of Xxxxxx ADC or Axxxxx, as the case may be, has concluded in good faith, after receipt of advice of its outside legal counsel, that, in light of such Superior Proposal, the failure of the Board of Directors to effect a Change of Recommendation is reasonably likely to result in a breach of its fiduciary obligations to its stockholders under Applicable Law. (b) Prior to announcing any Change of Recommendation pursuant to Section 5.3(a), Xxxxxx ADC or Axxxxx, as the case may be, shall (A) provide to Parent the other party hereto three business days’ prior written notice which shall (x) state expressly that it intends to effect a Change of Recommendation and (y) describe any modifications to the material terms and conditions of the Superior Proposal and the identity of the Person or group making the Superior Proposal from the description of such terms and conditions and such Person contained in the notice required under Section 5.2(d), (B) make available to Parent the other party hereto all materials and information made available to the Person or group making the Superior Proposal in connection with such Superior Proposal, and (C) during the three business-day period commencing upon receipt of the notice described in Section 5.3(b)(A), if requested by Parentthe other party hereto, engage in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal. (c) In addition to the circumstances set forth in Section 5.3(a), the Board of Directors of Xxxxxx ADC may effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the ADC Share Issuance) if there shall have occurred and be continuing: (i) a Material Adverse Change of Axxxxx since the date of this Agreement, or (ii) any other event, occurrence or circumstance as a result of which, in the good faith judgment of the Board of Directors of ADC, after consultation with outside counsel of ADC, the failure to effect a Change in Recommendation would violate the fiduciary duties of the ADC Board of Directors to ADC’s shareholders under Applicable Law. (d) In addition to the circumstances set forth in Section 5.3(a), the Board of Directors of Axxxxx xxx effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the approval and adoption of this Agreement and the Merger) if there shall have occurred and be continuing continuing: (i) a Material Adverse Change of ADC since the date of this Agreement, or (ii) any other event, occurrence or circumstance as a result of which, in the good faith judgment of the Board of Directors of XxxxxxAxxxxx, after consultation with outside counsel of XxxxxxAxxxxx, the failure to effect a Change in Recommendation would violate the fiduciary duties of the Xxxxxx Axxxxx Board of Directors to Andrew’s stockholders under Applicable Law. (de) If the Board of Directors of Xxxxxx Axxxxx or ADC has effected a Change of Recommendation, Xxxxxx Axxxxx or ADC, as applicable, shall promptly notify Parent the other party in writing of such Change in Recommendation, including the specific subparagraph, but not more than one subparagraph, of Section 5.3 in reliance upon which such Change in Recommendation is made. If Parent the other party thereafter terminates this Agreement in accordance with Section 8.1 based upon such notice, then the termination effects with respect to the specific subparagraph identified in such notice that are set forth in Section 8.3 shall apply.

Board of Directors Recommendation. (a) In response The Company Board of Directors shall recommend that the Company’s Voting Members vote in favor of the adoption and approval of this Agreement and approval of the Merger at the Company Members’ Meeting. The Prospectus/Proxy Statement shall include a statement to the receipt effect that the Company Board of an unsolicitedDirectors has recommended that the Company’s Voting Members vote in favor of adoption and approval of this Agreement and approval of the Merger at the Company Members’ Meeting. Neither the Company Board of Directors nor any committee thereof shall withdraw, bona fide Alternative Transaction Proposal which is determined by amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Company Board of Directors that the Company’s Voting Members vote in favor of the adoption and approval of this Agreement and the approval of the Merger. Notwithstanding the foregoing or anything in this Agreement to the contrary, in connection with a Superior Proposal, the Board of Directors of Xxxxxx Company may, subject to be a Superior Proposal, AndrewParent’s Board of Directors may withholdrights in Section 7.1(g), withdraw, amend modify or modify change its recommendation in favor of approval and adoption of this Agreement and the Merger and may approve or recommend such Superior Proposal, if it determines in good faith following consultation with outside legal counsel that failure to do so would be inconsistent with its shareholders any Superior Proposal fiduciary duties under applicable law; provided, that (any of x) the foregoing actions, whether by a Board of Directors of Company may not withdraw, modify or change its recommendation or recommend such Superior Proposal until it has given Parent at least five (5) business days’ notice of its intention to take such action (and after giving Parent notice of the latest material terms, conditions of the Superior Proposal) and then taken into account any amendment or modification to this Agreement or the transactions contemplated hereby proposed by Parent in writing, it being understood that any revised Superior Proposal shall require a committee thereofseparate notice period, a “Change of Recommendation”and (y) if the Board of Directors of Xxxxxx has concluded in good faith, after receipt Company gives notice pursuant to clause (x) within five (5) business days of advice the date of its outside legal counsel, that, in light of such Superior Proposalthe Company Members’ Meeting, the failure Company shall, subject to the requirements of applicable law, postpone the Board of Directors Company Members’ Meeting to effect a Change of Recommendation is reasonably likely date and time to result in a breach of its fiduciary obligations to its stockholders under Applicable Law. ensure that Parent has five (b5) Prior to announcing any Change of Recommendation pursuant to Section 5.3(a), Xxxxxx shall (A) provide to Parent three business days’ notice of any such proposed withdrawal, modification or change of recommendation prior written notice which shall (x) state expressly that it intends to effect a Change of Recommendation and (y) describe any modifications to the material terms and conditions Company Members’ Meeting. Notwithstanding anything to the contrary contained in this Agreement, the obligation of the Superior Proposal Company to call, give notice of, convene and hold the identity Company Members’ Meeting shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of the Person any Acquisition Proposal, or group making the Superior Proposal from the description of such terms and conditions and such Person contained by any change in the notice required under Section 5.2(d), (B) make available to Parent all materials and information made available to the Person or group making the Superior Proposal in connection with such Superior Proposal, and (C) during the three business-day period commencing upon receipt of the notice described in Section 5.3(b)(A), if requested recommendation by Parent, engage in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal. (c) In addition to the circumstances set forth in Section 5.3(a), the Board of Directors of Xxxxxx xxx effect a Change of Recommendation the Company (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the approval and adoption any committee thereof) of this Agreement and the Merger) if there shall have occurred and be continuing any other event, occurrence Merger or circumstance as a result of which, in the good faith judgment of recommendation by the Board of Directors of Xxxxxx, after consultation with outside counsel the Company (or any committee thereof) of Xxxxxx, the failure to effect a Change in Recommendation would violate the fiduciary duties of the Xxxxxx Board of Directors to Andrew’s stockholders under Applicable Lawan Acquisition Proposal or Superior Proposal. (d) If the Board of Directors of Xxxxxx has effected a Change of Recommendation, Xxxxxx shall promptly notify Parent in writing of such Change in Recommendation, including the specific subparagraph, but not more than one subparagraph, of Section 5.3 in reliance upon which such Change in Recommendation is made. If Parent thereafter terminates this Agreement in accordance with Section 8.1 based upon such notice, then the termination effects with respect to the specific subparagraph identified in such notice that are set forth in Section 8.3 shall apply.

Board of Directors Recommendation. (a) In response to (i) the receipt of an unsolicited, bona fide Alternative Transaction Proposal which is determined by the Board of Directors of Xxxxxx the Company to be a Superior Proposal or (ii) any material event, development, circumstance, occurrence or change in circumstances or facts (including any material change in probability or magnitude of circumstances), not related to an Alternative Transaction Proposal, Andrew’s and that first occurred following the execution of this Agreement that was neither known to nor reasonably foreseeable by the Company as of or prior to the date hereof, that materially improves the financial condition or results of operations of the Company (excluding the fact that the Company meets or exceeds any internal or published projections, forecasts or estimates of its revenue, earnings or other financial performance or results of operations for any period ending on or after the date hereof, or changes after the date of this Agreement in the market price or trading volume of the Company Common Stock or any credit rating of the Company) (an "Intervening Event"), such Board of Directors may may, after fully complying with Section 5.4(b) (A) withhold, withdraw, withdraw or qualify (or amend or modify its in a manner adverse to Parent) or publicly propose to withhold, withdraw or qualify (or amend or modify in a manner adverse to Parent), the approval, recommendation in favor or declaration of approval and adoption advisability by such Board of Directors or any committee thereof of this Agreement and Agreement, the Merger and may approve or recommend the other transactions contemplated by this Agreement, or (B) recommend, adopt or approve, or publicly propose to its shareholders recommend, adopt or approve, any Superior Proposal (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “"Change of Recommendation”) "), if the Board of Directors of Xxxxxx the Company has concluded in good faith, after receipt of advice of its outside legal counsel, that, in light of such Superior ProposalProposal or Intervening Event, as applicable, the failure of the Board of Directors to effect a Change of Recommendation is reasonably likely to result in a breach of its fiduciary obligations to its stockholders the shareholders of the Company under Applicable applicable Law. (b) Prior to announcing any Change of Recommendation pursuant to Section 5.3(a5.4(a), Xxxxxx shall the Company shall, to the extent applicable, (A) provide to Parent three business days’ Business Days' prior written notice which shall (x) state expressly that it intends to effect a Change of Recommendation Recommendation, and (y) in connection with a Change of Recommendation resulting from receipt of a Superior Proposal, describe any modifications to the material terms and conditions of the Superior Proposal and the identity of the Person or group making the Superior Proposal from the description of such terms and conditions and such Person contained in the notice required under Section 5.2(d5.3(d), or in the case of an Intervening Event written information describing the Intervening Event in reasonable detail and shall keep Parent reasonably informed of material events with respect to such Intervening Event, (B) make available to Parent all materials and information made available to the Person or group making the Superior Proposal in connection with such Superior Proposal, Proposal or the materials provided to the Board of Directors in connection with its evaluation of an Intervening Event and (C) during the three business-day Business Day period commencing upon receipt of the notice described in Section 5.3(b)(A5.4(b) (A), if requested by Parent, engage in good faith negotiations to amend this Agreement in such a manner that (i) the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal. (c) In addition , and if there is any material revision to the circumstances set forth terms of the Alternative Transaction Proposal which was determined to be a Superior Proposal, including, any revision in Section 5.3(a)price, the Board notice period shall be extended, if applicable, to provide for an additional three Business Day period subsequent to the time the Company notifies Parent of Directors of Xxxxxx xxx effect a Change of Recommendation any such material revision (but only insofar as it being understood that there may be multiple extensions) or (ii) the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the approval and adoption of this Agreement and the Merger) if there shall have occurred and be continuing any other event, occurrence or circumstance as a result of which, in the good faith judgment failure of the Board of Directors of Xxxxxx, after consultation with outside counsel of Xxxxxx, the failure to effect a Change in Recommendation in response to an Intervening Event would violate no longer be reasonably likely to result in a breach of its fiduciary obligations to the fiduciary duties shareholders of the Xxxxxx Board of Directors to Andrew’s stockholders Company under Applicable applicable Law. (dc) If the Board of Directors of Xxxxxx the Company has effected a Change of Recommendation, Xxxxxx the Company, as applicable, shall promptly notify Parent in writing of such Change in Recommendation, including the specific subparagraph, but not more than one subparagraph, of Section 5.3 5.4 in reliance upon which such Change in Recommendation is made. If Parent thereafter terminates this Agreement in accordance with Section 8.1 based upon such notice, then the termination effects with respect to the specific subparagraph identified in such notice that are set forth in Section 8.3 shall apply.

Board of Directors Recommendation. (a) In response to the receipt of an unsolicited, bona fide Alternative Transaction Proposal which is determined by the Board of Directors of Xxxxxx or ADC, as the case may be, to be a Superior Proposal, Andrew’s such Board of Directors may withhold, withdraw, amend or modify its recommendation in favor of, in the case of Xxxxxx, approval and adoption of this Agreement and the Merger and may approve and, in the case of ADC, the ADC Share Issuance, and, in the case of a Superior Proposal that is a tender or recommend exchange offer made directly to its shareholders any Superior Proposal stockholders, may recommend that its stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”) if the Board of Directors of Xxxxxx ADC or Xxxxxx, as the case may be, has concluded in good faith, after receipt of advice of its outside legal counsel, that, in light of such Superior Proposal, the failure of the Board of Directors to effect a Change of Recommendation is reasonably likely to result in a breach of its fiduciary obligations to its stockholders under Applicable Law. (b) Prior to announcing any Change of Recommendation pursuant to Section 5.3(a), Xxxxxx ADC or Xxxxxx, as the case may be, shall (A) provide to Parent the other party hereto three business days’ prior written notice which shall (x) state expressly that it intends to effect a Change of Recommendation and (y) describe any modifications to the material terms and conditions of the Superior Proposal and the identity of the Person or group making the Superior Proposal from the description of such terms and conditions and such Person contained in the notice required under Section 5.2(d), (B) make available to Parent the other party hereto all materials and information made available to the Person or group making the Superior Proposal in connection with such Superior Proposal, and (C) during the three business-day period commencing upon receipt of the notice described in Section 5.3(b)(A), if requested by Parentthe other party hereto, engage in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal. (c) In addition to the circumstances set forth in Section 5.3(a), the Board of Directors of ADC may effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the ADC Share Issuance) if there shall have occurred and be continuing: (i) a Material Adverse Change of Xxxxxx since the date of this Agreement, or (ii) any other event, occurrence or circumstance as a result of which, in the good faith judgment of the Board of Directors of ADC, after consultation with outside counsel of ADC, the failure to effect a Change in Recommendation would violate the fiduciary duties of the ADC Board of Directors to ADC’s shareholders under Applicable Law. (d) In addition to the circumstances set forth in Section 5.3(a), the Board of Directors of Xxxxxx xxx effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the approval and adoption of this Agreement and the Merger) if there shall have occurred and be continuing continuing: (i) a Material Adverse Change of ADC since the date of this Agreement, or (ii) any other event, occurrence or circumstance as a result of which, in the good faith judgment of the Board of Directors of Xxxxxx, after consultation with outside counsel of Xxxxxx, the failure to effect a Change in Recommendation would violate the fiduciary duties of the Xxxxxx Board of Directors to Andrew’s stockholders under Applicable Law. (de) If the Board of Directors of Xxxxxx or ADC has effected a Change of Recommendation, Xxxxxx or ADC, as applicable, shall promptly notify Parent the other party in writing of such Change in Recommendation, including the specific subparagraph, but not more than one subparagraph, of Section 5.3 in reliance upon which such Change in Recommendation is made. If Parent the other party thereafter terminates this Agreement in accordance with Section 8.1 based upon such notice, then the termination effects with respect to the specific subparagraph identified in such notice that are set forth in Section 8.3 shall apply.

Board of Directors Recommendation. (a) In response to the receipt of an unsolicited, bona fide Alternative Transaction Proposal which is determined by the Board of Directors of Xxxxxx the Company to be a Superior Proposal, Andrew’s such Board of Directors may withhold, withdraw, amend or modify its recommendation in favor of approval and adoption of this Agreement and the Merger and may approve Merger, and, in the case of a Superior Proposal that is a tender or recommend exchange offer made directly to its shareholders, may recommend that its shareholders any Superior Proposal accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”) if the Board of Directors of Xxxxxx the Company has concluded in good faith, after receipt of advice of its outside legal counsel, that, in light of such Superior Proposal, the failure of the Board of Directors to effect a Change of Recommendation is reasonably likely to result in a breach of its fiduciary obligations to its stockholders shareholders under Applicable applicable Law. (b) Prior to announcing any Change of Recommendation pursuant to Section 5.3(a), Xxxxxx the Company shall (A) provide to Parent three business days’ day’s prior written notice which shall (x) state expressly that it intends to effect a Change of Recommendation Recommendation, and (y) describe any modifications to the material terms and conditions of the Superior Proposal and the identity of the Person or group making the Superior Proposal from the description of such terms and conditions and such Person contained in the notice required under Section 5.2(d), (B) make available to Parent all materials and information made available to the Person or group making the Superior Proposal in connection with such Superior Proposal, and (C) during the three three-business-day period commencing upon receipt of the notice described in Section 5.3(b)(A), if requested by Parent, engage in good faith negotiations to amend this Agreement in such a manner that the Alternative Transaction Proposal which was determined to be a Superior Proposal no longer is a Superior Proposal. (c) In addition to the circumstances set forth in Section 5.3(a), the Board of Directors of Xxxxxx xxx the Company may effect a Change of Recommendation (but only insofar as the same involves withholding, withdrawing, amending or modifying its recommendation in favor of the approval and adoption of this Agreement and the Merger) if there shall have occurred and be continuing any other event, occurrence or circumstance as a result Material Adverse Change of which, in Parent since the good faith judgment date of the Board of Directors of Xxxxxx, after consultation with outside counsel of Xxxxxx, the failure to effect a Change in Recommendation would violate the fiduciary duties of the Xxxxxx Board of Directors to Andrew’s stockholders under Applicable Lawthis Agreement. (d) If the Board of Directors of Xxxxxx the Company has effected a Change of Recommendation, Xxxxxx the Company, as applicable, shall promptly notify Parent in writing of such Change in Recommendation, including the specific subparagraph, but not more than one subparagraph, of Section 5.3 in reliance upon which such Change in Recommendation is made. If Parent thereafter terminates this Agreement in accordance with Section 8.1 based upon such notice, then the termination effects with respect to the specific subparagraph identified in such notice that are set forth in Section 8.3 shall apply.