Sansaboo/maud huggingface dataset:
5.3 No Solicitation.
<omitted>

8.1 Termination. This Agreement may be validly terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Offer Acceptance Time only as follows (it being understood and agreed that this Agreement may not be terminated for any other reason or on any other basis):
<omitted>

(h) by the Company (on behalf of the Company Parties), at any time prior to the Offer Acceptance Time if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company Parties have complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) concurrently with such termination the Company pays the Company Termination Fee due to the Parent Entities in accordance with Section 8.3(b).  (Page 90)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
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subject to Section 6.02(c):  (i) participate in negotiations or discussions with any Third Party that has made (and not withdrawn) a bona fide Company Takeover Proposal that did not arise from a breach of the obligations set forth in Section 6.02(a) in writing that the Company Board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: Other
Answer: Breach of no-shop resulting in a Superior Offer
5.4 No Solicitation. <omitted>
6.1 Company Board Recommendation. <omitted> 
(b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to Offer Acceptance Time: (i) if the Company has received a bona fide written Acquisition Proposal <omitted> from any Person that has not been withdrawn and, after consultation with outside legal counsel and independent financial advisors, the Company Board shall have determined, in good faith, that such 51 Acquisition Proposal is a Superior Proposal, (x) the Company Board may make a Company Adverse Change Recommendation, or (y) the Company may terminate this Agreement to enter into a Specified Agreement with respect to such Superior Proposal <omitted>
8.1 Termination. This Agreement may be terminated prior to the Effective Time: <omitted> (f) by the Company at any time prior to the Offer Acceptance Time, in order to accept a Superior Proposal and, substantially concurrent with such termination, to enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Proposal (a “Specified Agreement”), provided, that provided that the Company is not in material breach of any of the terms of this Agreement and pays the Termination Fee as provided in Section 8.3(a); (Page 71)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: (Material) breach of other provisions of agreement
Section 5.3 No Solicitation. <omitted> (b) Except as permitted by this Section 5.3, the Company shall, and shall direct its Representatives to, cease any direct or indirect solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and the Company shall not and shall direct its Representatives not to <omitted> (ii) directly or indirectly, (A) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal <omitted> 

Section 6.1 Company Board Recommendation. <omitted>  (b) At any time prior to accepting for payment such number of Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition (the “Offer Acceptance Time”): <omitted> 

(i) if the Company has received a written Acquisition Proposal (which Acquisition Proposal did not result from a breach in any material respect of Section 5.3) from any Person that has not been withdrawn, (A) the Company Board may make a Company Adverse Change Recommendation or (B) the Company may terminate this Agreement to enter into a Specified Agreement with respect to such Superior Offer, <omitted> 

Section 8.1 Termination. This Agreement may be terminated prior to the Effective Time: <omitted> 

(e) by the Company, at any time prior to the Offer Acceptance Time, 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”); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i); (Page 59)

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

6.1 Company Board Recommendation. <omitted> (b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the Offer Acceptance Time: (i) if any Acquired Corporation has received a bona fide written Acquisition Proposal from any Person that has not been withdrawn and after consultation with outside legal counsel and financial advisors, the Board of Directors shall have determined, in good faith, that such Acquisition Proposal is a Superior Offer, (x) the Board of Directors may make a Company Adverse Change Recommendation, or (y) the Company may terminate this Agreement pursuant to Section 8.1(e) to enter into a Specified Agreement with respect to such Superior Offer, in each case, if and only if: (A) the Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that such action is required by the fiduciary duties of the Board of Directors to the Company’s stockholders under applicable Legal Requirements <omitted> 

8.1 Termination. This Agreement may be terminated prior to the Effective Time:

(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and substantially concurrently enter into a binding written definitive acquisition agreement providing for the consummation of a transaction which the Board of Directors shall have determined, in good faith, constitutes a Superior Offer (a “Specified Agreement”)

provided that no Acquired Corporation shall be in material breach of Section 5.3 or in willful breach of Section 6.1(b)(i) in relation to such Superior Offer; (Page 55)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: Material breach of no-shop
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: Other
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)


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)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: Material breach of no-shop, (Material) breach of other provisions of agreement
9.1         Termination.  This Agreement may be terminated, and the Mergers and the other transactions contemplated hereby may be abandoned, at any time prior to the Effective Time, whether before or after stockholder adoption thereof: <omitted> (c)          by the Company or Hospitality, by written notice to Parent, <omitted> (i)          at any time prior to the time the Requisite Vote is obtained, (A) if after complying with Section 7.5(b) in connection with a Superior Proposal, both the Company Board and the Hospitality Board have authorized the Paired Entities to enter into a definitive written agreement providing for the implementation of a Superior Proposal that did not result from a breach of Section 7.5, (B) the Company and Hospitality enter into a definitive written agreement providing for such Superior Proposal concurrently with or immediately after the termination of this Agreement in accordance with its terms and (C) the Paired Entities, prior to or concurrently with, such termination, pay to Parent (or its designee) the Termination Fee in accordance with Section 9.2(b)(i);  (Page 79)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
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: Other
Answer: Material breach of no-shop
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 Company Stockholder 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 (No-Shop) 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;

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: Other
4.1.9 Acquisition Proposal. AB agrees that neither it nor any of its Subsidiaries will <omitted> initiate, solicit, encourage or take any other action to facilitate any inquiries or the making of any proposal or offer <omitted> with respect to an Acquisition Event <omitted> or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal
<omitted>

4.3.2 Submission to Shareholders. <omitted> The board of directors of AB <omitted> shall not withdraw, modify, or qualify its recommendation
<omitted>

7.4.6 Superior Proposal—Termination by AB. By the board of directors of AB <omitted> ; provided, however, that AB may not terminate this Agreement pursuant to this Section 7.4.6 unless (a) it has not materially breached Section 4.1.9 or Section 4.3.2 (Page 51)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: Material breach of no-shop, (Material) breach of other provisions of agreement
Section 6.02. Acquisition Proposals; Change of Recommendation. <omitted> (d) No Change of Recommendation or Alternative Acquisition Agreement. <omitted> (iii) <omitted> if there has not been a breach of the Company’s obligations set forth in this Section 6.02, the Company Board may: <omitted> (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 <omitted> or agree, authorize or commit to do so 
<omitted>

Section 8.03. Termination by the Company. Subject to the other provisions of this Article VIII, this Agreement may be terminated <omitted> by the Company: <omitted> (b) at any time prior to the Offer Acceptance Time, in order for (i) the Company Board to 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/or (ii) the Company to enter into or cause one of its Subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, in each case so long as the Company has complied with the obligations contemplated by Section 6.02(d)(iii) (Pages 85-86)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: Any breach of no-shop
Section 5.3 <omitted> (d)           Notwithstanding anything in this Section 5.3 or Section 5.4 to the contrary, at any time prior to the receipt of the Company Stockholder Approval, the Company Board of Directors may (i) make a Change of Recommendation in response to an Intervening Event, or (ii) following receipt of a bona fide written Competing Proposal, which the Company Board of Directors determines in good faith after consultation with the Company’s outside legal and financial advisors is a Superior Proposal, (A) make a Change of Recommendation or (B) if such Competing Proposal did not result from a breach of Section 5.3(a), terminate this Agreement pursuant to Section 8.1(g) in order to enter into a definitive agreement providing for such Superior Proposal, in each case with respect to clauses (i) and (ii), if and only if the Company Board of Directors has determined in good faith after consultation with the Company’s outside legal counsel that the failure to take such action would be inconsistent with the duties of the members of the Company Board of Directors under applicable Law and the Company complies with Section 5.3(e).
 <omitted> Section 8.1 Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval, if applicable) as follows: <omitted> (g)           by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination. (Page 36)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.3 <omitted> (d)           <omitted> at any time prior to the receipt of the Company Stockholder Approval, the Company Board of Directors may <omitted> (ii) following receipt of a bona fide written Competing Proposal, which the Company Board of Directors determines <omitted> is a Superior Proposal, <omitted> (B) if such Competing Proposal did not result from a breach of Section 5.3(a), terminate this Agreement pursuant to Section 8.1(g) in order to enter into a definitive agreement providing for such Superior Proposal, <omitted> if and only if the Company Board of Directors has determined in good faith after consultation with the Company’s outside legal counsel that the failure to take such action would be inconsistent with the duties of the members of the Company Board of Directors under applicable Law  <omitted> Section 8.1 Termination. This Agreement may be terminated <omitted>  (g)           by the Company, <omitted> in order to enter into a definitive agreement providing for a Superior Proposal (Page 36)

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