Sansaboo/maud huggingface dataset:
5.4 No Solicitation. <omitted> (ii) if the Company has received a bona fide Acquisition Proposal, whether during the Go-Shop Period or after the No-Shop Period Start Date, that the Company Board (or a committee thereof) has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, then the Company Board may (A) effect a Company Board Recommendation Change with respect to such Superior Proposal; or (B) authorize the Company to terminate this Agreement pursuant to Section 8.1(h) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal substantially concurrently with the termination of this Agreement; provided, however, that the Company Board (or a committee thereof) shall not take any action described in the foregoing clauses (A) or (B) unless: (1) the Company Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law;   66


(2) the Company Group and its Representatives have complied in all material respects with their obligations pursuant to this Section 5.4 with respect to such Acquisition Proposal; (Pages 70-71)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Material breach of no-shop resulting in a Superior Offer
5.4 No Solicitation. <omitted> (ii) if the Company has received a <omitted> Acquisition Proposal <omitted> that the Company Board (or a committee thereof) has concluded in <omitted> is a Superior Proposal, then the Company Board may <omitted> (B) authorize the Company to terminate this Agreement pursuant to Section 8.1(h) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal substantially concurrently with the termination of this Agreement; provided, however, that the Company Board (or a committee thereof) shall not take any action described in the foregoing clauses (A) or (B) unless: <omitted>

(2) the Company Group and its Representatives have complied in all material respects with their obligations pursuant to this Section 5.4 with respect to such Acquisition Proposal; (Pages 70-71)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Material breach of no-shop resulting in a Superior Offer
SECTION 7.1     Non-Solicitation; Acquisition Proposals. <omitted> (c)     Notwithstanding anything in this Section 7.1 to the contrary, if, at any time prior to the Offer Acceptance Time, the Company’s Board of Directors determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, in response to an Acquisition Proposal that did not result  from  a  breach of  this Section 7.1, <omitted> SECTION 9.1     Termination. This Agreement may be terminated <omitted> (d)     by written notice from the Company: <omitted>  (iv)     prior to the Offer Acceptance Time, in order to enter into a definitive agreement with respect to a Superior Proposal, subject to the terms and conditions of Section 7.1(c); (Page 76)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Breach of no-shop resulting in a Superior Offer
SECTION 7.1     Non-Solicitation; Acquisition Proposals. <omitted> (c)     <omitted>  in response to an Acquisition Proposal that did not result  from  a  breach of  this Section 7.1, <omitted> SECTION 9.1     Termination. This Agreement may be terminated <omitted> (d)     by written notice from the Company: <omitted>  (iv)     prior to the Offer Acceptance Time, in order to enter into a definitive agreement with respect to a Superior Proposal, subject to the terms and conditions of Section 7.1(c); (Page 76)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Breach of no-shop resulting in a Superior Offer
Section 6.3. Acquisition Proposals.
<omitted>
(b) <omitted> the Company and the other Acquired Companies shall not <omitted>: (i) solicit or initiate, or knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal;

<omitted>

Section 8.1. Termination. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding the adoption of this Agreement by the stockholders of the Company or Merger Sub), only as follows (it being understood and agreed that this Agreement may not be terminated for any reason or on any other basis):

<omitted>

(ii) at any time prior to the receipt of the Company Stockholder Approval and the Majority of the Minority Approval, if the Board authorized the Company to enter into a definitive agreement with respect to a Superior Proposal, to the extent permitted by and in accordance with the terms of Section 6.3; provided, however, that the Company shall concurrently with, and as a condition of, such termination, pay the Company Termination Fee to Parent pursuant to Section 8.2(b)(i); (Page 72)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Any breach of no-shop
Section 6.3. Acquisition Proposals.
<omitted>
(b) <omitted> the Company and the other Acquired Companies shall not <omitted>: (i) solicit or initiate, or knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal;

Section 8.1. Termination. This Agreement may be terminated
<omitted>
(ii) <omitted> if the Board authorized the Company to enter into a definitive agreement with respect to a Superior Proposal, to the extent permitted by and in accordance with the terms of Section 6.3; (Page 72)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Any breach of no-shop
Section 5.4 Non-Solicitation; Change in Recommendation.  <omitted> (b) <omitted> (iv)          <omitted> the Board of Trust Managers of the Company may <omitted> authorize the Company to terminate this Agreement pursuant to Section 7.1(i), if and only if (A) a bona fide written Acquisition Proposal (that did not result from a breach of this Section 5.4 in any material respect) is made to the Company by a third party, and such Acquisition Proposal is not withdrawn, (B) the Board of Trust Managers of the Company determines in good faith <omitted> that such Acquisition Proposal constitutes a Superior Proposal (Page 70)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Material breach of no-shop resulting in a Superior Offer
Section 6.04. No Solicitation; Other Offers. <omitted> (ii) subject to compliance with ​Section 6.04(d), the Board of Directors may, (A) in response to its receipt of a bona fide unsolicited written Acquisition Proposal <omitted> and that the Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to and in accordance with ​Section 10.01(d)(i) in order to enter into a definitive agreement for a Superior Proposal, 

Section 10.01.Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company): <omitted> 
(d)            by the Company, if:   (i)            prior to the receipt of the Company Stockholder Approval, the Board of Directors authorizes the Company to enter into a written agreement concerning a Superior Proposal, provided that the Company is not in material breach of any of the terms of this Agreement, provided that concurrently with such termination, the Company pays to Parent (or its designee) the Termination Fee payable pursuant to ​​Section 11.04 and enters into the Alternative Acquisition Agreement with respect to such Superior Proposal; (Page 34)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: (Material) breach of other provisions of agreement
Section 6.4    No Solicitation by the Company and Company Change in Recommendation. <omitted> (e)    Notwithstanding anything to the contrary contained in this Agreement, at any time prior to receipt of the Company Stockholder Approval if, in response to a bona fide written Company Acquisition Proposal made after the date of this Agreement and not withdrawn that did not result from a breach in any material respect of this Section 6.4, the Special Committee determines in good faith (after consultation with its financial advisors and outside counsel)  that  (i)  such  Company Acquisition  Proposal  constitutes  a  Company  Superior  Proposal  and (ii)  the  failure  to  make  the  Company  Change  in Recommendation or terminate this Agreement pursuant to Section 8.1(h) would reasonably be expected to be inconsistent with the Company Board’s fiduciary obligations under applicable Law, <omitted>
Section 8.1    Termination of Agreement. This Agreement may be terminated at any time prior to the Closing as follows:  <omitted> (h)    by the Company, if this Agreement is terminated to enter into a definitive agreement relating to a Company Superior Proposal in accordance with Section 6.4 and the Company has complied in all material respects with the terms of Section 6.4; provided, however, that the Company shall have prior to or concurrently with such termination tendered payment to Parent of the Company Termination Fee; or (Page 72)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer
SECTION 5.02.          No Solicitation by the Company; Company Board Recommendation. <omitted> Notwithstanding the foregoing, at any time prior to obtaining the Company Shareholder Approval, the Company Board may (I) make a Company Adverse Recommendation Change or (II) cause the Company to enter into an Acquisition Agreement constituting or that may reasonably be expected to lead to a Company Takeover Proposal <omitted> and terminate this Agreement pursuant to Section 8.01(c)(ii), <omitted> 


SECTION 8.01.          Termination.  This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Company Shareholder Approval: <omitted>  (C) by the Company: <omitted> 

(ii)          prior to receipt of the Company Shareholder Approval, in connection with entering into an Acquisition Agreement provided that the Company is not in material breach of any of the terms of this Agreement; provided that prior to or concurrently with such termination the Company pays, or causes to be paid, the Company Termination Fee due under Section 6.06(b) so long as Parent has provided the Company with wire instructions for such payment; or (Page 58)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: (Material) breach of other provisions of agreement
SECTION 5.02. Solicitation; Change in Recommendation. <omitted> 

SECTION 7.01. Termination. This Agreement may be terminated and the Transactions abandoned at any time prior to the Effective Time, whether before or after receipt of the Stockholder Approval (except as otherwise expressly noted): <omitted> (d) by the Company: <omitted>  

(ii) prior to receipt of the Stockholder Approval, in connection with entering into a Company Acquisition Agreement with respect to a Superior Proposal in accordance with Section 5.02(d)(II); provided that (x) prior to or concurrently with such termination (and as a condition to such termination) the Company pays the Company Termination Fee due under Section 7.03(a) and (y) such Superior Proposal did not result from a material breach of Section 5.02 with respect to such Superior Proposal and any Takeover Proposal that was a precursor thereto. (Page 61)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer
9.1. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the OCSI Matters by the stockholders of OCSI or the OCSL Matters by the stockholders of OCSL: <omitted> (c) by OCSI, if: <omitted> (iv) at any time prior to the time the approval of stockholders with respect to the OCSI Matters is obtained, (A) OCSI is not in material breach of any of the terms of this Agreement, (Page 64)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: (Material) breach of other provisions of agreement
SECTION 8.01           Termination Rights. <omitted> 
(c)           Termination by the Company. The Company shall have the right to terminate this Agreement: 
(i)            if at any time prior to obtaining the Company Stockholder Approval and in accordance with Section 5.02, the Company enters into a Company Acquisition Agreement with respect to a Superior Company Proposal, so long as (1) the Company has not Willfully Breached its obligations under any of the terms of this Agreement and (2) the Company prior to or concurrently with such termination pays to Parent the Company Termination Fee in accordance with Section 8.02(b)(i); (Page 66)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: (Material) breach of other provisions of agreement
6.2 Solicitation of Transactions. <omitted> (b) No-Shop Period. <omitted> 

(ii)           Notwithstanding anything to the contrary herein, if at any time following the date hereof and prior to the time the Requisite Company Vote is obtained, in response to a bona fide written Acquisition Proposal that was not solicited in breach of Section 6.2(b)(i) (except to the extent solicited in accordance with Section 6.2(a)) that the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) is, or could reasonably be expected to lead to, a Superior Proposal, the Company may, subject to compliance with Section 6.2, (x) furnish information regarding the Company and the Company Subsidiaries to the person making such Acquisition Proposal (and its Representatives) pursuant to an Acceptable Confidentiality Agreement; provided, that all such information has previously been provided to Parent or is provided to Parent prior to or promptly following the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, but only if and to the extent that in connection with the foregoing clauses (x) and (y), the Company Board determines in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law <omitted> 

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: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.3          Acquisition Proposals. 
<omitted> 
(e)          Change of Recommendation / Superior Proposal Termination.  Notwith-standing anything to the contrary in this Agreement, at any time prior to the time the Company Stockholder Approval is obtained, (x) the Company Board may make a Change of Recommendation (1) if the Company receives a bona fide unsolicited Acquisition Proposal following the Agreement Date <omitted> and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (2) in response to a Company Intervening Event, in either case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (y) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1), the Company may also terminate this Agreement pursuant to Section 7.1 to enter into an Alternative Acquisition Agreement with respect to the applicable Superior Proposal; provided, however, that neither the Company Board or the Company shall take any of the foregoing actions unless: 
<omitted> 
Section 7.1          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 Stockholder Approval (except as provided herein), only as follows: 
<omitted> 
(f)          by the Company, at any time prior to the time the Company Stockholder Approval is obtained, if (i) the Company Board authorizes the Company, provided that the Company is not in material breach of any of the terms of this Agreement, to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; and (ii) the Company pays to Parent the Company Termination Fee in accordance with Section 7.4(a); or (Page 60)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: (Material) breach of other provisions of agreement
Section 5.03 Solicitation; Change of Company Recommendation. <omitted>

Section 7.01 Termination. This Agreement may be terminated, in the case of clauses (a), (b), (e), (f) or (g) below, at any time prior to the effective time, whether before or after receipt of the Company Stockholder Approval or, in the case of clauses (c) or (d) below, at any time prior to receipt of the CompanyStockholder Approval, as follows: <omitted>

(d)            by the Company, at any time prior to the receipt of the Company Stockholder Approval, if (i) the Company has received a Superior Proposal, (ii) the Company Board (or any committee thereof), as permitted by Section 5.03(e), has authorized the Company to enter into an Alternative Acquisition Agreement to consummate the Superior Proposal, (iii) the Company has complied in all respects with Section 5.03 in respect of such Superior Proposal (other than any non-compliance that was both immaterial and unintentional), (iv) the Company pays the Company Termination Fee in accordance with Section 7.02(b) and (v) substantially concurrently with such termination, the Company enters into an Alternative Acquisition Agreement to consummate such Superior Proposal;  (Page 35)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer
Section 6.02    No Solicitation.
<omitted>
(b)    (i)   <omitted> if the Company receives an Acquisition Proposal that did not result from a material breach of Section 6.02, <omitted> the Company Board may <omitted> (B) cause the Company to terminate this Agreement pursuant to Section 8.01(h) and authorize the Company to enter into a definitive agreement providing for a transaction that constitutes a Superior Proposal (which agreement shall be entered into concurrently with such termination)

<omitted>

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: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer
Section 6.02 Company No Solicitation. <omitted> (b)              Company Superior Proposal.  Notwithstanding Section 6.02(a), prior to the receipt of the Requisite Company Vote, the Company directly or indirectly through any Representative, may, subject to Section 6.02(c):  (i) participate in negotiations or discussions with any Third Party that has made (and not withdrawn) a bona fide Company Takeover Proposal that did not arise from a breach of the obligations set forth in Section 6.02(a) in writing that the Company Board believes in good faith, after consultation with outside legal counsel and the Company Financial Advisor constitutes or would reasonably be expected to lead to a Company Superior Proposal; <omitted>

Section 10.04          Termination by the Company.  This Agreement may be terminated by the Company at any time prior to the Effective Time: 

(a)            if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, the Company Board authorizes the Company, to the extent permitted by and subject to full compliance with the applicable terms and conditions of Section 6.02 hereof, to enter into a definitive agreement in respect of a Company Superior Proposal; provided, that the Company shall have paid any amounts due pursuant to Section 10.06(a)(ii) hereof in accordance with the terms, and at the times, specified therein; and provided further, that in the event of such termination, the Company substantially concurrently enters into such definitive agreement with respect to such Company Superior Proposal; or  (Page 104)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
7.1. Termination. At any time prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by action taken or  authorized by the board of directors of the terminating party or parties, which action (x) in the case of termination pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c), Section 7.1(e) or Section 7.1(f), maybe taken or authorized before or after the Company Stockholder Approval has been  obtained, (y) in the case of termination pursuant to Section 7.1(g) or Section 7.1(h), may be taken or authorized only before the Company Stockholder  Approval has been obtained and (z) in the case of termination pursuant to Section 7.1(d), may be taken or authorized only after the Company  Stockholder Meeting has been held at which a vote was taken on the Company Stockholder Approval: <omitted> 
(h) by the Company, if the Company Board has determined to enter into a definitive agreement to accept a Superior Proposal; provided that the Company may terminate this Agreement pursuant to this Section 7.1(h) only if the Company: (i) has complied in all material respects with Section 5.3(d) with respect to such Superior Proposal, (ii) concurrently enters into a definitive agreement pursuant to which such Superior Proposal is to be effected and (iii) has paid, or concurrently pays, to Parent all amounts due pursuant to Section 7.3(b) in accordance with the terms specified therein. (Page 77)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer