Sansaboo/maud huggingface dataset:
“Company Intervening Event” means any material event, change, effect, development or occurrence that (i) was not known or reasonably foreseeable to the Board of Directors of the Company as of or prior to the date of this Agreement and (ii) does not relate to or involve (A) any Company Acquisition Proposal, (B) any change in the market price or trading volume of the Company Common Stock (provided, that the underlying cause of such change may be taken into account, to the extent otherwise permitted by this definition), (C)  any event, change or circumstance relating to Parent or any of its Affiliates (unless such event, change or circumstance constitutes a Parent Material Adverse Effect), (D) any change in conditions generally (including any regulatory changes) affecting the industries or sectors in which the Company, Parent or any of their respective Subsidiaries operates, (E) clearance of the Mergers under the Antitrust Laws or any matters relating thereto or arising therefrom, (F) the taking of any action required or expressly contemplated by this Agreement or (G) the fact, in and of itself, that the Company or any of its Subsidiaries has met or exceeded any internal or published projections, forecasts, estimates or predictions, revenues, earnings or other financial or operating metrics for any period (provided, that the underlying cause thereof may be taken into account, to the extent otherwise permitted by this definition).  (Page 8)

Question: Definition contains a materiality standard (Y/N)
Subquestion: <NONE>
Answer: Yes
Section 6.1               Termination. This Agreement may be validly terminated and the Transactions may be abandoned by action taken or authorized by the terminating Party or Parties: <omitted> (e)                By the Company, if prior to obtaining the Company Stockholder Approval, the Company Board (or a duly authorized committee thereof) determines to accept a Superior Proposal and enter into the Alternative Acquisition Agreement, subject to, and in accordance with, the terms and conditions of Section 4.4; provided that such termination shall not be effective unless the Company shall pay the Termination Fee to Parent prior to or concurrently with such termination in accordance with Section 6.2(b);  (Page 29)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 9.1.Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned, at any time before the Effective Time, as follows:
<omitted> 
(h)               by the Company, at any time prior to obtaining the Requisite Company Vote, in order to enter into a Specified Agreement in connection with a Superior Proposal, provided, that (i) such Superior Proposal shall not have resulted from a breach of Section 6.2(e)(i), (ii) the Company Board of Directors, after satisfying all of the requirements set forth in Section 6.2(e)(i), shall have authorized the Company to enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Proposal (a “Specified Agreement”) and (ii) the Company shall have paid the Termination Fee (but payment of such fee may be delayed only if and until Parent shall have previously provided wire transfer instructions pursuant to Section 9.2(b)(iv)), and shall have entered into the Specified Agreement, concurrently with the termination of this Agreement pursuant to this Section 9.1(h). (Page 29)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time: <omitted> (g)          By the Company prior to the time the Requisite Company Vote is obtained in order to enter into an Acquisition Agreement with respect to a Superior Proposal in accordance with Section 6.2; provided, that such termination shall only be effective if prior to or concurrently therewith the Company pays the Company Termination Fee as directed by Parent.  (Page 41)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 8.01 Termination. This Agreement may be terminated and the Merger (and the other transactions contemplated hereby) may be abandoned at any time prior to the Effective Time (notwithstanding if the Company Required Vote has been obtained): <omitted> (d) by the Company, prior to the receipt of the Company Required Vote in accordance with Section 6.06(c) in order to substantially concurrently with such termination enter into a binding definitive written agreement to effect a Superior Proposal that did not arise as a result of a material breach of Section 6.06 so long as the Company pays, or causes to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with, and as a condition to the effectiveness of, such termination;  (Page 57)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 7.3. Termination by the Company. This Agreement may be terminated and the Merger may be abandoned by the Company: (a) at any time prior to the time the Stockholder Approval is obtained, in order to concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with, and subject to compliance with the terms and conditions of, Section 5.2(c); provided, that prior to or concurrently with, and as a condition to, such termination, the Company pays to Parent the Company Termination Fee due under Section 7.5(b);  (Page 70)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 7.1 Termination. This Agreement may be terminated and abandoned at any time prior to the Closing Date, whether before or after the receipt of the Company Requisite Vote (except as otherwise provided below): <omitted> (c)           by written notice from the Company to Parent, if:   (i)            prior to obtaining the Company Requisite Vote, the Company Board effects an Adverse Recommendation Change in accordance with Section 5.6 and the Company Board has approved, and concurrently with the termination hereunder, the Company enters into a definitive agreement providing for the implementation of a Superior Proposal that did not result from a breach of Section 5.6; provided that the Company shall have previously or concurrently paid the Company Termination Fee in accordance with Section 7.3(b) (and such termination shall not be effective until the Company has paid such Company Termination Fee in accordance with Section 7.3(b)); or (Page 39)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 7.1 Termination. This Agreement may be terminated and Merger I and Merger II may be abandoned at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval, as follows (with any termination by Parent also being an effective termination by Merger Sub I and Merger Sub II): <omitted>

(d) by the Company: <omitted>

 (ii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement to effect a Company Superior Proposal, if the Company enters into such definitive agreement concurrently with such termination and pays the Company Termination Fee in accordance with the procedures and within the time periods set forth in Section 7.3(a)  (Page 84)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
SECTION  9.01      Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time only as follows (notwithstanding any prior adoption of this Agreement by the stockholders of the Company, as follows (the date of any suchtermination, the “Termination Date”)): <omitted> 

(d)         by the Company if: <omitted> ( i i )       the Company Board determines to enter into an Acquisition Agreement with respect to a Superior Proposal; provided, that (A) prior to, or concurrently with, such termination the Company pays the Company Termination Fee due under Section 9.03(a)(ii) and (B) the Company concurrently enters into such Acquisition Agreement; provided, that the Company shall not have the right to terminate this Agreement


pursuant to this Section 9.01(d)(ii) if the Company Stockholder Approval has been obtained; (Pages 34-35)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
7.1 Termination. This Agreement may be terminated and the Offer and the Merger may be abandoned <omitted> by written notice of the terminating party to the other parties: <omitted> (h) by the Company at any time prior to the Acceptance Time if the Company Board authorizes the Company to enter into a definitive Company Acquisition Agreement providing for a Superior Proposal and to, concurrently with such termination, enter into such Company Acquisition Agreement if the Company and the Company Board shall have complied in all material respects with the notice, negotiation and other requirements set forth in Section 5.4(e) and the Company, substantially concurrently with and as a condition to such termination, pays to Parent the Company Termination Fee.  (Page 55)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
SECTION 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after the receipt of the Company Stockholder Approval or the Parent Stockholder Approval, as follows: <omitted>
(c) by the Company: <omitted>
(iii) prior to obtaining the Company Stockholder Approval, in order to effect a Company Adverse Recommendation Change and concurrently enter into a definitive agreement providing for a Company Superior Proposal; provided that the Company has complied in all material respects with the terms of Section 5.3(d).  (Page 64)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 7.1. Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Closing (notwithstanding any approval of this Agreement by the stockholders of the Company, except as otherwise provided below): <omitted> (g)            by the Company, at any time prior to obtaining the Company Stockholder Approval, upon prior written notice to Parent, in order to accept a Superior Proposal and, immediately following such termination, enter into a binding and definitive written Alternative Acquisition Agreement with respect to such Superior Proposal; provided that the Company and the Company Board shall have complied in all material respects with the requirements set forth in Section 5.2 in connection with any actions leading to such Superior Proposal;  (Page 34)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 8.1            Termination.  This Agreement  may  be  terminated,  and  the  Merger  contemplated  hereby  may be  abandoned,  by  action  taken  or authorized by the board of directors of the terminating party or parties: <omitted> (d)            by the Company: <omitted> (i)            at any time prior to obtaining the Company Stockholder Approval if the Company Board determines to accept a Superior Proposal, but only if the Company shall have complied in all material respects with its obligations under Section 6.3 and is otherwise permitted to accept such Superior Proposal pursuant to Section 6.3(d); provided, however, that such termination shall not be effective unless the Company shall concurrently with such termination enter into the Alternative Acquisition Agreement and pay the Company Termination Fee to Parent;  (Page 50)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:
<omitted>

(f)  by CIT, prior to the time the Requisite CIT Vote is obtained, if the Board of Directors of CIT authorizes CIT to enter into an Alternative Acquisition Agreement in response to a Superior Proposal, to the extent permitted by and in accordance with Section 6.3(b)  (Page 68)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
SECTION 8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after receipt of the Company Requisite Vote:
<omitted>

(d) by written notice from the Company if:
<omitted>

(ii) prior to obtaining the Company Requisite Vote, in accordance with, and subject to, and in compliance with, all of the terms and conditions of, Section 6.1(d), in order to enter into a definitive agreement with respect to a Superior Proposal; provided that the Company shall pay the Company Termination Fee pursuant to Section 8.2(b)(i) at such time as specified in Section 8.2(b)(i); or  (Page 78)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 10.01. Termination. This Agreement may be terminated and the Transactions may be abandoned at any time only as follows: <omitted> (d)               by the Company, if:   (i)             at any time prior to the Acceptance Time, the Company Board authorizes the Company to enter into a definitive agreement concerning a Superior Proposal pursuant to Section 6.03(h) and the Company contemporaneously enters into such definitive agreement concerning such Superior Proposal; provided, that the Company pays the Company Termination Fee payable pursuant to Section 11.05(a)(ii);  (Page 39)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
7.1.Termination. This Agreement may be terminated, and the Merger and the other Transactions may be abandoned, at any time prior to the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted>

(h) by the Company, at any time prior to the receipt of the Company Required Vote, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”) if (i) the Company has complied with the requirements of Section 4.3 and Section 5.1(b)(i) with respect to such Superior Offer (other than any non-compliance that was both immaterial and unintentional); (ii) the Company Board (or any committee thereof), as permitted by Section 5.1(b), has authorized the Company to enter into a Specified Agreement to consummate the Superior Offer, (iii) prior to or substantially concurrently with the termination of this Agreement the Company pays the Company Termination Fee due to Parent in accordance with Section 7.3(b) and (iv) substantially concurrently with such termination, the Company enters into a Specified Agreement to consummate such Superior Offer; or (Page 64)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 8.01    Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:
<omitted>
(h)    by the Company, upon written notice to Parent, prior to the Stockholder Approval and subject to complying with the terms of this Agreement (including Section 6.02 and Section 6.03), if the Company Board shall have effected an Adverse Recommendation Change in respect of a Superior Proposal in accordance with Section 6.03, and concurrently with such termination the Company enters into a Company Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company shall prior to or substantially concurrently with, and as a condition of, such termination, pay the Company Termination Fee to Parent pursuant to Section 9.04; or  (Page 86)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 7.1 Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after the Company Stockholder Approval has been obtained (except as otherwise provided below): <omitted>

(k) by the Company, at any time prior to receipt of the Company Stockholder Approval, in order to enter into an agreement with respect to a Company Superior Proposal pursuant to Section 5.4; provided, however, that the Company shall not terminate this Agreement pursuant to this paragraph, unless in advance of or concurrently with such termination the Company pays, or causes to be paid, the Company Termination Fee as provided in Section 7.3; provided, further, that the Company has otherwise complied in all respects (other than de minimis noncompliance unrelated to such Company Superior Proposal) with the provisions of Section 5.4 and Section 5.6.  (Page 95)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 7.3. Termination by the Company. This Agreement may be terminated and the Transactions may be abandoned by the Company: (a) at any time prior to the time the Expiration Date, in order to substantially concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with Section 5.2(c), subject to complying with the terms of this Agreement, including Sections 5.2, 5.3 and 5.4; provided, that prior to or substantially concurrently with, and as a condition to, such termination, the Company pays to Parent (or its designee) the Company Termination Fee due under Section 7.5(b);  (Page 30)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
8 . 1          Termination.  Subject to the provisions of this ARTICLE VIII, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time as follows: <omitted> (h)          by NIC in order to effect a Change of Recommendation (of the type contemplated by Section 6.3(a)(iv) or Section 6.3(a)(v)) and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) NIC has complied in all material respects with the terms of Section 6.3(a)(i) and (ii), and (ii) substantially concurrently with or prior to (and as a condition to) the termination of this Agreement, NIC pays to Tyler the Termination Fee.  (Page 50)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 8.01    Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:
<omitted>
(h)    by the Company, upon written notice to Parent, prior to the Stockholder Approval and subject to complying with the terms of this Agreement (including Section 6.02 and Section 6.03), if the Company Board shall have effected an Adverse Recommendation Change in respect of an Intervening Event or Superior Proposal in accordance with Section 6.03, and in the event of a Superior Proposal, concurrently with such termination the Company enters into a Company Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company shall prior to or substantially concurrently with, and as a condition of, such termination, pay the Company Termination Fee to Parent pursuant to Section 9.04; or  (Page 86)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer, Intervening Event
8 . 1          Termination.  Subject to the provisions of this ARTICLE VIII, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time as follows: <omitted> (h)          by NIC in order to effect a Change of Recommendation (of the type contemplated by Section 6.3(a)(iv) or Section 6.3(a)(v)) as a result of either a Superior Proposal or an Intervening Event, and in the case of a Superior Proposal substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) NIC has complied in all material respects with the terms of Section 6.3(a)(i) and (ii), and (ii) substantially concurrently with or prior to (and as a condition to) the termination of this Agreement, NIC pays to Tyler the Termination Fee.  (Page 50)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer, Intervening Event
Section 8.01    Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:
<omitted>
(h)    by the Company, upon written notice to Parent, prior to the Stockholder Approval and subject to complying with the terms of this Agreement (including Section 6.02 and Section 6.03), if the Company Board shall have effected an Adverse Recommendation Change in respect of a Superior Proposal in accordance with Section 6.03, and concurrently with such termination the Company enters into a Company Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company shall prior to or substantially concurrently with, and as a condition of, such termination, pay the Company Termination Fee to Parent pursuant to Section 9.04; or (Page 86)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 7.3. Termination by the Company. This Agreement may be terminated and the Transactions may be abandoned by the Company: (a) at any time prior to the time the Expiration Date, in order to substantially concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with Section 5.2(c), subject to complying with the terms of this Agreement, including Sections 5.2, 5.3 and 5.4; provided, that prior to or substantially concurrently with, and as a condition to, such termination, the Company pays to Parent (or its designee) the Company Termination Fee due under Section 7.5(b); (Page 30)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time: <omitted> (g)          By the Company prior to the time the Requisite Company Vote is obtained in order to enter into an Acquisition Agreement with respect to a Superior Proposal in accordance with Section 6.2; provided, that such termination shall only be effective if prior to or concurrently therewith the Company pays the Company Termination Fee as directed by Parent. (Page 41)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:
 <omitted>
 
 (f) by CIT, prior to the time the Requisite CIT Vote is obtained, if the Board of Directors of CIT authorizes CIT to enter into an Alternative Acquisition Agreement in response to a Superior Proposal, to the extent permitted by and in accordance with Section 6.3(b) (Page 68)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer
Section 7.1 Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after the Company Stockholder Approval has been obtained (except as otherwise provided below): <omitted>
 
 (k) by the Company, at any time prior to receipt of the Company Stockholder Approval, in order to enter into an agreement with respect to a Company Superior Proposal pursuant to Section 5.4; provided, however, that the Company shall not terminate this Agreement pursuant to this paragraph, unless in advance of or concurrently with such termination the Company pays, or causes to be paid, the Company Termination Fee as provided in Section 7.3; provided, further, that the Company has otherwise complied in all respects (other than de minimis noncompliance unrelated to such Company Superior Proposal) with the provisions of Section 5.4 and Section 5.6. (Page 95)

Question: FTR Triggers-Answer
Subquestion: <NONE>
Answer: Superior Offer