Sansaboo/maud huggingface dataset:
Section 5.2 No Solicitation; Recommendations. <omitted> (ii) “Superior Proposal” means, <omitted> any bona fide written Acquisition Proposal that is not solicited after the date of this Agreement in violation of Section 5.2(a)  <omitted> Section 7.1 Termination. This Agreement may be terminated <omitted> (e) by the Company, prior to, but not after, the time the Company Stockholder Approval is obtained, in order to enter into a definitive agreement with respect to a Superior Proposal; (Page 102)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
4.2 Company No Solicitation. <omitted>
4.4 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted>
6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted>
(e) 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 Termination Fee payable to Parent pursuant to Section 6.3(a); and (iii) the Company has not materially breached the provisions of Section 4.2 and Section 4.4; (Page 73) (Page 73)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Material breach of no-shop, (Material) breach of other provisions of agreement
4.2 Company No Solicitation. <omitted>
4.4 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted>
6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted>
(e) 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; <omitted> and (iii) the Company has not materially breached the provisions of Section 4.2 and Section 4.4; (Page 73) (Page 73)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Material breach of no-shop, (Material) breach of other provisions of agreement
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: Any breach of no-shop
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: Any breach of no-shop
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: Any breach of no-shop
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: Any breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.11    No Solicitation by First Choice; Superior Proposals. <omitted>

Section 7.01    Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned: <omitted> (i)    Superior Proposal. By First Choice, at any time prior to the Requisite First Choice Shareholder Approval being obtained, in the event that the First Choice Board (or any committee thereof) makes a First Choice Subsequent Determination with respect to a Superior Proposal; provided, that First Choice has complied with all of its obligations under Section 5.11.  (Page 90)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Any breach of no-shop
Section 6.3. Acquisition Proposals. 

(a) The Company shall not, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal or (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal. The Company shall, and shall cause its directors and officers to, and shall direct its other Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal,
<omitted>
(e) Notwithstanding Section 6.3(d) or any other provision of this Agreement, prior to the Acceptance Time: 

(i) the Company may terminate this Agreement to enter into an Alternative Acquisition Agreement if (A) the Company receives an Acquisition Proposal that did not result from a material breach of Section 6.3(a) and that the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into an Alternative Acquisition Agreement and (C) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal and that the failure to terminate this Agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, after consultation with outside counsel and taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period;  (Page 47)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
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: 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: 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 by the Company.
<omitted>

Section 8.1. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time before the Closing, as follows (with any termination by Parent also being an effective termination by Merger Sub I and Merger Sub II):
<omitted>

(h) by the Company in order to effect a Change of Recommendation and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) the Company has complied in all material respects with the terms of Section 5.3 and (ii) substantially concurrently with or prior to (and as a condition to) the termination of this Agreement, the Company pays to Parent the Termination Fee.  (Page 85)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
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: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Any breach of no-shop
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 not obtained in violation of this Section 5.02 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 in accordance with Section 5.02(c)(ii)(II); 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: Breach of no-shop resulting in a Superior Offer
Answer: Any breach of no-shop
Section 5.2 No Solicitation; Company Change in Recommendation. <omitted> 
Section 8.1 Termination. This Agreement may be terminated and the Offer and Mergers and the other Transactions may be abandoned at anytime before the Offer Acceptance Time, as follows: <omitted> (e)            by the Company prior to the Offer Acceptance Time, in order to enter into a definitive agreement providing for a Company Superior Proposal simultaneously with the termination hereof; provided, however, that such termination shall not be effective if such Company Superior Proposal arose or resulted from a willful and material breach of ​Section 5.2 and shall not be effective until the Company has paid the Company Termination Payment in accordance with Section 8.2(b); (Page 35)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop resulting in a Superior Offer
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: Breach of no-shop resulting in a Superior Offer
Answer: Any breach of no-shop, (Material) breach of other provisions of agreement
Section 5.2 No Solicitation by the Company. 
 <omitted>

Section 8.1 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger may be abandoned: <omitted> (c) by the Company prior to the receipt of the Stockholder Approval, in order to concurrently enter into a Company Acquisition Agreement with respect to a Company Superior Proposal; provided that the Company is not in breach of Section 5.2, including its obligations in Section 5.2(c) and Section 5.2(d) (other than any breach that is immaterial in scope and effect), and shall have paid or shall concurrently pay the fees due under Section 8.2(b);  (Page 67)

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