Sansaboo/maud huggingface dataset:
Section 7.2 Company Acquisition Proposals. <omitted>
(e) Notwithstanding anything to the contrary in this Agreement but subject to Section 7.2(f), prior to the time the Company Stockholder Approval is obtained, the Company Board may effect a Company Adverse Recommendation Change (and, in the case of a Company Acquisition Proposal that did not result from a breach of this Section 7.2, terminate this Agreement pursuant to Section 9.1(d)(ii) and concurrently pay the fees required by Section 9.3 in order to enter into a definitive agreement in connection with a Superior Proposal) if: (i) (A) a bona fide written Company Acquisition Proposal is made to the Company after the date of this Agreement that did not result from a breach of this Section 7.2 and such Company Acquisition Proposal is not withdrawn prior to such Company Adverse Recommendation Change or (B) there has been an Intervening Event; (ii) in the case of a Company Acquisition Proposal, the Company Board concludes in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that (x) such Company Acquisition Proposal constitutes a Superior Proposal and (y) failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws; and (iii) in the case of an Intervening Event, the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws. (Page 75)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Any breach of no-shop
Section 7.2 Company Acquisition Proposals. <omitted>
(e) the Company Board may <omitted> in the case of a Company Acquisition Proposal that did not result from a breach of this Section 7.2, terminate this Agreement pursuant to Section 9.1(d)(ii) <omitted> in order to enter into a definitive agreement in connection with a Superior Proposal) (Page 75)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Any breach of no-shop
6.1    No Solicitation. <omitted> 8.1    Termination. This Agreement may be terminated and the Merger may be abandoned (with respect to Sections 8.1(b) through 8.1(h), by written notice by the terminating party to the other party), whether before or, subject to the terms hereof, after stockholder approval hereof: <omitted>

(f)    by the Company, at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal; (ii) the Company Board has determined in good faith (after consultation with outside counsel) that the failure proceed pursuant to this Section 8.1(f) would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; (iii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to Section 6.1 with respect to such Superior Proposal; (iv) the Company has notified the Parent in writing that it intends to enter into a definitive agreement relating to such Superior Proposal, specifying the material terms and conditions of such Superior Proposal (a “Superior Proposal Notice”) (it being understood that the Superior Proposal Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement); (v) if requested by the Parent, the Company shall have made its Representatives available to negotiate with the Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to the Parent of such Superior Proposal Notice; provided, however, that in the event of any material revisions to such Superior Proposal, the Company will be required to notify Parent of such revisions and the applicable three (3) Business Day period described above shall be extended until two (2) Business Days after the time Parent receives notification from the Company of such revisions; (vi) if the Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside counsel), after considering the terms of such offer by the Parent, that the Superior Proposal giving rise to such Superior Proposal Notice continues to be a Superior Proposal and it would still be reasonably likely to be inconsistent with its fiduciary obligations of the Company Board under applicable law not to accept such Superior Proposal; and (vii) concurrently with the termination of this Agreement, the Company pays the Parent the Termination Fee contemplated by Section 8.3(b)(ii) and enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal; (Page 50)

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
6.1    No Solicitation. <omitted> 8.1    Termination. This Agreement may be terminated <omitted>

(f)    by the Company, <omitted> in the event that: (i) the Company shall have received a Superior Proposal; <omitted> (iii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to Section 6.1 with respect to such Superior Proposal; (Page 50)

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 4.4 No Solicitation of Transactions. <omitted> (c)                <omitted> in response to a written Acquisition Proposal that did not result from a breach of the terms of this Section 4.4 (a “Qualifying Acquisition Proposal”)    <omitted>  (f)                 the Company Board may <omitted> (y) validly terminate this Agreement pursuant to Section 6.1(e), if (i) the Company receives a Qualifying Acquisition Proposal that the Company Board determines  <omitted> is a Superior Proposal and (ii) the Company Board determines  <omitted> that its failure to <omitted> terminate this Agreement pursuant to Section 6.1(e) would be inconsistent with its fiduciary duties <omitted> ; provided that the Company Board may not <omitted> terminate this Agreement pursuant to the foregoing clause (y) unless:  <omitted> 
  (i)                 the Company has complied in all material respects with this Section 4.4 with respect to such Qualifying Acquisition Proposal; (Pages 22-23)

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 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 other provisions of agreement
Answer: Material breach of no-shop
Section 8.1    Termination or Abandonment. This Agreement may be terminated <omitted> (c)    by the Company: <omitted>  (iii)    <omitted>  if (i) the Company has received a Superior Proposal after the date of this Agreement, <omitted> 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 (Page 58)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Material breach of no-shop
Section 6.03. Go-Shop; No Solicitation. <omitted> (c)                Except as permitted by Section 6.03, during the period commencing on (x) with respect to any Excluded Party, the Cut Off Date, or (y) with respect to any Person or “group” who is not an Excluded Party, the No-Shop Period Start Date and, in either case, continuing until the earlier of (x) the termination of this Agreement or (y) the Effective Time, (i) neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or knowingly permit any of their respective Representatives to, directly or indirectly, (A) solicit, initiate, propose or knowingly facilitate, induce or encourage the submission of any Acquisition Proposal or any inquiries that could reasonably be expected to result in an Acquisition Proposal (including by way of furnishing non-public information), (B) enter into or participate in any discussions or negotiations with, or furnish any non-public information relating to the Company or any of its Subsidiaries to, any Third Party for the purpose of knowingly facilitating, inducing or encouraging an Acquisition Proposal (it being understood that notifying such Person of the existence of this Section 6.03(c) shall not be a breach of this Section 6.03(c)) or (C) except for an Acceptable Confidentiality


Agreement, enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal <omitted> “Superior Proposal” means a bona fide written Acquisition Proposal for at least a majority of the outstanding Shares or at least a majority of the consolidated assets of the Company and its Subsidiaries that was not solicited in material breach by the Company of the first sentence of Section 6.03(b) or the first sentence of Section 6.03(c) and that the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, and taking into account all relevant terms and conditions of such Acquisition Proposal, is more favorable to the Company’s stockholders from a financial point of view than the Merger (taking into account any irrevocable written proposal by Parent to amend the terms of this Agreement pursuant to Section 6.03(h)). <omitted> 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 31)

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 6.03. Go-Shop; No Solicitation. <omitted> (c)                Except as permitted by Section 6.03, <omitted> (i) neither the Company nor any of its Subsidiaries shall <omitted> solicit, initiate, propose or knowingly facilitate, induce or encourage the submission of any Acquisition Proposal or <omitted> enter into <omitted> an Acquisition Proposal  <omitted>  “Superior Proposal” means a <omitted> written Acquisition Proposal <omitted> that was not solicited in material breach by the Company of <omitted> the first sentence of Section 6.03(c)   <omitted> 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 (Page 31)

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
(ii)   subject to compliance with Section 6.04(c) and Section 6.04(d), the Board of Directors may, (A) in response to an unsolicited bona fide offer, inquiry, proposal or indication of interest with respect to a written Acquisition Proposal not resulting, in whole or in part, from a breach of this Section 6.04, 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 <omitted> 
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)   the Board of Directors authorizes the Company to enter into a written agreement concerning a Superior Proposal in compliance with the terms and conditions set forth herein; provided that immediately before and as a condition to such termination, the Company pays the Termination Fee payable pursuant to Section 11.04; (Page 32)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Any breach of no-shop
(ii)   subject to compliance with Section 6.04(c) and Section 6.04(d), the Board of Directors may, (A) in response to an unsolicited bona fide offer, inquiry, proposal or indication of interest with respect to a written Acquisition Proposal not resulting, in whole or in part, from a breach of this Section6.04, 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 <omitted> 
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)   the Board of Directors authorizes the Company to enter into a written agreement concerning a Superior Proposal in compliance with the terms and conditions set forth herein; provided that immediately before and as a condition to such termination, the Company pays the Termination Fee payable pursuant to Section 11.04; (Page 32)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Any breach of no-shop
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 other provisions of agreement
Answer: Material breach of no-shop resulting in a Superior Offer
Section 5.3 No Solicitation. <omitted> 
(d) <omitted> 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 <omitted> that (1) such Alternative Proposal constitutes a Superior Proposal <omitted> then (x) the Board of Directors of the Company may <omitted> authorize or cause the Company to take the actions in the following clause (y), and/or (y) the Company may <omitted> 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. <omitted> this Agreement may be terminated <omitted> (g)            by the Company <omitted> 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 other provisions of agreement
Answer: Material breach of no-shop resulting in a Superior Offer
SECTION 5.02.No Solicitation. (a) The Company shall not <omitted> solicit <omitted> any Acquisition Proposal <omitted> the Company may <omitted> (z) terminate this Agreement pursuant to Section 8.01(f) in response to a Superior Proposal in order to enter into a definitive agreement providing for such Superior Proposal, but in each case only if: (1) the Company Board has received a Superior Proposal that did not result, directly or indirectly, from a breach of Section 5.02 (in the case of the preceding <omitted> clause (z)) <omitted> (Page 53)

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 5.5 No Solicitation by the Company. <omitted>
 
 (d) If, at any time after the date of this Agreement and prior to the receipt of the Company Stockholder Approval, the Company Board receives a Company Acquisition Proposal that the Company Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes a Company Superior Proposal that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of this Agreement, the Company Board may effect a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 7.1(c)(ii) in order to enter into a definitive agreement with respect to such Company Superior Proposal if (A) the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (B) the Company provides Parent with five (5) Business Days’ prior written notice of the Company Board’s intention to effect such a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 7.1(c)(ii), which notice shall include the identity of the party (or parties) making such Company Superior Proposal, the material terms of such Company Superior Proposal (including the price) and copies of the current drafts of material agreements providing for such Company Superior Proposal; (C) for a period of five (5) Business Days following the notice delivered pursuant to clause (B) of this Section 5.5(d), the Company shall have discussed and negotiated in good faith and made the Company’s Representatives available to discuss and negotiate in good faith (in each case to the extent Parent desires to negotiate) with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law (it being understood and agreed that any amendment to any material term or condition of any Company Superior Proposal shall require a new notice and a new three (3)-Business Day negotiation period); and (D) no earlier than the end of such negotiation period, the Company Board shall have determined in good faith, after consultation with its outside legal counsel and after considering the terms of any proposed amendment or modification to this Agreement, that (x) the Company Acquisition Proposal that is the subject of the notice described in clause (B) above still constitutes a Company Superior Proposal and (y) the failure to take such action would still be reasonably expected to be inconsistent with its fiduciary duties under applicable Law. (Pages 28-29)

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 5.5 No Solicitation by the Company. <omitted> 
 (d) If, at any time after the date of this Agreement and prior to the receipt of the Company Stockholder Approval, the Company Board receives a Company Acquisition Proposal that the Company Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes a Company Superior Proposal that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of this Agreement, the Company Board may <omitted> terminate this Agreement pursuant to Section 7.1(c)(ii) in order to enter into a definitive agreement with respect to such Company Superior Proposal if <omitted> (B) the Company provides Parent with five (5) Business Days’ prior written notice of the Company Board’s intention to effect such a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 7.1(c)(ii), <omitted> (C) for a period of five (5) Business Days following the notice delivered pursuant to clause (B) of this Section 5.5(d), the Company shall have discussed and negotiated in good faith and made the Company’s Representatives available to discuss and negotiate in good faith (in each case to the extent Parent desires to negotiate) with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law (Pages 28-29)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Breach of no-shop resulting in a Superior Offer