Sansaboo/maud huggingface dataset:
Section 7.3 No Solicitation by the Company. (a) From and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, and except as otherwise specifically provided for in this Section 7.3, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit and use reasonable best efforts to cause any of its officers, directors, employees or Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or 63
knowingly facilitate any inquiry, proposal or offer which constitutes, or would reasonably be expected to lead to, a Company AcquisitionProposal
(b) Notwithstanding the limitations set forth in Section 7.3(a)or anything to the contrary contained in this Agreement, if, prior to the time the Company Shareholder Approval is obtained, the Company receives an unsolicited Company Acquisition Proposal not resulting, in whole or in part, from a breach of this Section 7.3, that the Company Board reasonably determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, (i) is or could reasonably be expected to lead to a Superior Company Proposal and (ii) failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties;

Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below): <omitted>
(d) by the Company: <omitted> (ii) if at any time prior to the receipt of the Company Shareholder Approval (A) the Company Board authorizes the Company to enter into an Alternative Company Acquisition Agreement with respect to a Superior Company Proposal to the extent permitted by, and subject to the terms and conditions of, Section 7.3, (B) substantially concurrent with the termination of this Agreement, the Company enters into an Alternative Company Acquisition Agreement providing for a Superior Company Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds the Company Termination Fee required to be paid pursuant to Section 9.3(a)(i); or  (Page 84)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.3           Company Acquisition Proposals. <omitted>
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, provided that (i) the Company shall have complied in all material respects with all of its obligations under Section 5.3, (ii) the Company enters into such definitive agreement concurrently with such termination and (iii) the Company pays the Company Termination Fee in accordance with the procedures and within the time periods set forth in Section 7.3(a). (Page 40)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
Section 8.1    Termination or Abandonment. This Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the Merger: <omitted> (c)    by the Company: <omitted> (iii)    at any time prior to receipt of the Company Stockholder Approval if (i) the Company has received a Superior Proposal after the date of this Agreement, (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive agreement to consummate the transaction contemplated by that Superior Proposal following the procedures set forth in Section 7.3(d), (iii) the Company has complied in all material respects with the terms of Article 6 and Section 7.3(d) with respect to such Superior Proposal, and (iv) concurrently with (and as a condition to) such termination the Company pays Parent the Company Termination Fee in accordance with Section 8.3(a);  (Page 58)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
4.2       Company No Solicitation. (a)       The Company will not <omitted> directly or indirectly: (i)       solicit <omitted> any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal; <omitted> provided, however, that <omitted> the Company  and  its  Representatives  may  engage  or  otherwise  participate  in  discussions  or  negotiations  with,  and  provide  information  to,  any  Person <omitted> that did not result from any breach of this Section 4.2(a) or Section 4.2(c) by the Company, any of its Subsidiaries or any of its or their respective Representative <omitted> (c)       Promptly  following the execution and delivery of this Agreement, the Company shall <omitted> immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person (other than Parent  and  its Representatives) relating to any Company Acquisition Proposal <omitted> The Company shall not, and shall cause its Affiliates not to, release any third party from <omitted> any standstill provision in any agreement to which the Company or any of its Affiliates is a party. <omitted> 4.5       Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted>  the Company Board may make a Company Change in Recommendation related to a Company Acquisition Proposal and authorize the Company to terminate this Agreement if and only if <omitted> the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, that such Company Acquisition Proposal constitutes a Company Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties to its stockholders under applicable Legal Requirements <omitted> 6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted> (f)        by the Company, at any time prior to obtaining the Required Company Stockholder Vote, in the event that (i) the Company Board shall have authorized the Company to enter into a definitive agreement relating to a Company Superior Proposal; (ii) concurrently with the termination of this Agreement, the Company enters into the definitive agreement relating to a Company Superior Proposal and pays Parent the Company Termination Fee payable to Parent pursuant to Section 6.3(a); and (iii) the Company has otherwise complied in all respects (other than de minimis noncompliance unrelated to such Company Superior Proposal) with the provisions of Section 4.2 and Section 4.5  (Page 86)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Any breach of no-shop, (Material) breach of other provisions of agreement
Section 8.4 No Solicitation by the Company; Company Acquisition Proposals. <omitted>  (e) Notwithstanding anything in this Agreement to the contrary, at any time prior to the receipt of the Parent Shareholder Approval, (i) the Conflicts Committee and the Company Board may make a Company Adverse Recommendation Change or terminate this Agreement in accordance with Section 10.1(d)(iii) (including payment in full of the Company Termination Fee) in order to substantially concurrently enter into a Company Alternative Acquisition Agreement with respect to a Superior Proposal if (i) the Company receives a written Acquisition Proposal that the Conflicts Committee and the Company Board believe in good faith to be bona fide, (ii) such Acquisition Proposal was not the result of a violation of Section 8.4(a), (iii) the Conflicts Committee and the Company Board determine in good faith (after consultation with their respective outside legal and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal, after taking into account all of the adjustments that have been offered (and not withdrawn) by Parent pursuant to Section 8.4(f)(i), and (D) the Conflicts Committee and the Company Board determine in good faith (after consultation with the their respective outside legal advisors), that the failure to make a Company Adverse Recommendation Change would be inconsistent with its duties under applicable Law; and (ii) in circumstances not involving an Acquisition Proposal, the Conflicts Committee and the Company Board may make a Company Adverse Recommendation Change if, and only if, after the date of this Agreement, the Conflicts Committee and the Company Board determine in good faith (after consultation with their respective outside legal advisors) that (A) a Company Intervening Event has occurred or arisen, and (B) the failure to do so would be inconsistent with its duties under applicable Law.  (Page 112)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Breach of no-shop resulting in a Superior Offer
6.3           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 Company Requisite Vote is obtained, if (i)the Company Board authorizes the Company, subject to complying with the terms of this Agreement (including, for the avoidance of doubt, Section 4.2 hereof), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; and (ii)immediately prior to or concurrently with the termination of this Agreement the Company enters into an Alternative Acquisition Agreement with respect to a Superior Proposal; provided, that concurrently with such termination the Company pays the Company Termination Fee pursuant to Section 6.5(b); (Page 30)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Any breach of no-shop, (Material) breach of other provisions of agreement
Section 6.3 No Solicitation. <omitted>
Section 7.1      Company Board Recommendation. <omitted> (b)            Notwithstanding anything to the contrary contained in this Agreement, at any time prior to accepting for payment such number of Shares validly tendered and not validly withdrawn pursuant to the Offer as satisfies the Minimum Condition (the “Offer Acceptance Time”):   (i)            if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal did not result from or arise out of a breach of Section 6.3(a)) from any Person that has not been withdrawn and after consultation with the Company’s financial advisors and outside legal counsel, the Company Board shall have determined in good faith that such Acquisition Proposal is a Superior Offer, (x) the Company Board may make a Company Adverse Change Recommendation, or (y) the Company may terminate this Agreement pursuant to Section 9.1(d)(i) to enter into a Specified Agreement with respect to such Superior Offer
<omitted>
Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned: <omitted> (d)            by the Company, at any time prior to the Offer Acceptance Time:   (i)            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 the Company has complied in all material respects with the notice, negotiation and other requirements of Section 7.1(b)(i) and the Company, substantially concurrently with such termination, pays to Parent the Termination Fee; (Page 38)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.04 No Solicitation. <omitted>
Section 7.04 Termination by the Company . This Agreement may be terminated by the Company at any time prior to the Effective Time: (a) in order concurrently to enter into a definitive, written Company Acquisition Agreement for a transaction that constitutes a Superior Proposal prior to the receipt of the Company Shareholder Approval at the Company Shareholders Meeting if, (i) the Company h a s complied in all material respects with Section 5.04 with respect to such Superior Proposal, and (ii) prior to or substantially concurrently with such termination the Company pays the Termination Fee due to Parent in accordance with Section 7.06(a)(ii) and (iii) substantially concurrently with such termination, the Company enters into such definitive written Company Acquisition Agreement; (Page 61)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop resulting in a 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: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop resulting in a Superior Offer
Section 6.5 Non-Solicitation; Competing Proposals. <omitted> (d) <omitted> Notwithstanding anything in this Agreement to the contrary, at any time prior to receipt of the Requisite Stockholder Approval, the board of directors of the Company may <omitted> (B) if the Company has received a bona fide, unsolicited Competing Proposal which did not result from a material breach of this Section 6.5 and that is not withdrawn, and the board of directors of the Company has determined in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(c)(ii) (including making payment of the Termination Fee) and substantially concurrently enter into an Alternative Acquisition Agreement with respect to such Competing Proposal that constitutes a Superior Proposal, if and only if, the board of directors of the Company has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and the Company has complied in all material respects with this Section 6.5 with respect to such Competing Proposal and the Person making   43


such Competing Proposal; 
<omitted> 
Section 8.1 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Effective Time, whether before or after the Requisite Stockholder Approval is obtained (except as otherwise expressly noted), as follows: <omitted> (c) by the Company, if: 
<omitted> 
(ii) prior to receipt of the Requisite Stockholder Approval, the board of directors of the Company shall have authorized the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in accordance with Section 6.5(d) (after compliance in all material respects with the terms of Section 6.5); provided, that (i) substantially concurrently with such termination, the Company enters into the Alternative Acquisition Agreement with respect to such Superior Proposal and (ii) prior to or substantially concurrently with such termination, the Company pays (or causes to be paid) the Termination Fee to (or at the direction of) Parent; or  (Page 70)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop resulting in a Superior Offer
Section 6.1. Acquisition Proposals. <omitted> (e) Notwithstanding anything in this Section 6.1 to the contrary, at any time prior to obtaining the Company Requisite Vote, (i) the Board of Directors (or a duly authorized committee thereof) may effect a Change of Recommendation in response to an Intervening Event or (ii) if the Board of Directors (or a duly authorized committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, in response to an Acquisition Proposal (whether before or after the No-Shop Period Start Date) that did not result from a material breach of Section 6.1(b), that such proposal constitutes a Superior Proposal and such Acquisition Proposal is not withdrawn as of such time, the Board of Directors (or a duly authorized committee thereof) may (1) effect a Change of Recommendation on account of such Intervening Event or Superior Proposal or fail to include the Recommendation in the Proxy Statement and/or (2) terminate this Agreement pursuant to Section 8.1(d)(ii) to enter into a definitive agreement with respect to such Superior Proposal; provided that, (A) prior to or simultaneously with any such termination by the Company, the Company pays to Parent any Company Termination Fee required to be paid pursuant to Section 8.2(b)(i), subject to and in accordance with the terms of Section 8.2(b)(i), and (B) after consultation with its financial advisors and outside legal counsel, the Board of Directors (or a duly authorized committee thereof) determines that the failure to make a Change of Recommendation or to terminate this Agreement pursuant to Section 8.1(d)(ii) would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; 

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: <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(e) in order to enter into a definitive agreement with respect to a Superior Proposal, if prior to or concurrently with such termination, the Company pays the Company Termination Fee due under Section 8.2(b)(i); (Page 78)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop resulting in a Superior Offer
(d) No Change of Recommendation or Alternative Acquisition Agreement. (iii) Notwithstanding anything to the contrary set forth in this Section 7.2, prior to the Offer Acceptance Time, the Company Board may: (A) effect a Change of Recommendation (1) if (x) an unsolicited bona fide written Acquisition Proposal is received by the Company and has not been withdrawn and receipt of such Acquisition Proposal was not as a result of or related to any breach by the Company of its obligations set forth in Section 7.2(a) in any material respect or (y) an Intervening Event has occurred, and (2) the Company Board determines in good faith, after consultation with outside legal counsel, that based on the   -68-


information then available and after consultation with an independent financial advisor of nationally recognized reputation, that a failure to effect a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law and, in the case of an Acquisition Proposal contemplated by clause (A)(1)(x) of this Section 7.2(d)(iii), that such Acquisition Proposal constitutes a Superior Proposal; and/or (B) cause or permit the Company or any of the Company’s Subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (and the Company may enter into or cause a Subsidiary thereof to enter into such an Alternative Acquisition Agreement) or agree, authorize or commit to do so;  (Pages 73-74)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop resulting in a Superior Offer
Section 5.3 No Solicitation. <omitted> 
(d) <omitted> Notwithstanding anything in this Agreement to the contrary, at any time prior to receipt of the Company Stockholder Approval, in response to an Alternative Proposal that did not result from a material breach of this Section 5.3, if the Board of Directors of the Company determines in good faith, after consultation with its financial advisors and outside legal counsel, that(1) such Alternative Proposal constitutes a Superior Proposal and (2) the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then (x) the Board of Directors of the Company may effect a Change of Recommendation and/or authorize or cause the Company to take the actions in the following clause (y), and/or (y) the Company may, notwithstanding anything in this Agreement to the contrary, terminate this Agreement and concurrently with such termination enter into a Company Acquisition Agreement with respect to such Superior Proposal,  <omitted> 
Section 7.1 Termination or Abandonment. Notwithstanding anything contained 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 any approval of the matters presented in connection with the Merger by the stockholders of the Company: <omitted> (g)            by the Company, prior to the Company Stockholder Approval, if concurrently with such termination the Company enters into a Company Acquisition Agreement with respect to a Superior Proposal in accordance with Section 5.3(d) and pays the Company Termination Fee pursuant to Section 7.2(a);  (Page 66)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop resulting in a Superior Offer
6.3           No Solicitation by the Company.   <omitted> 
  (b)           <omitted> the Company will not <omitted>  initiate, solicit or knowingly encourage the making of a Company Competing Proposal  <omitted>  (d) <omitted> the Company <omitted>  may:  <omitted>
  (iii)  <omitted> in response to a <omitted> Company Competing Proposal from a third party that was not solicited at any time following the execution of this Agreement and did not arise from a material breach of the obligations set forth in this Section 6.3 <omitted> cause the Company to <omitted> terminate this Agreement  <omitted>  8.1     Termination. This Agreement may be terminated   <omitted>  (d)   by the Company: (i)    <omitted> if the Company has complied in all material respects with Section 6.3(b) and Section 6.3(d)(iii) in respect of such Company Superior Proposal, the Company Board <omitted> determines to terminate this Agreement <omitted> in connection with a Company Superior Proposal (Page 33)

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