Sansaboo/maud huggingface dataset:
(f) Exception to Change in Recommendation Provision (Superior Proposal). Notwithstanding anything to the contrary set forth in Section 6.2(e), following receipt of a written Acquisition Proposal by the Company after the date of this Agreement that did not result from a breach of this Section 6.2 and that the Company’s board of directors determines in good faith, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal, the Company’s board of directors may, at any time prior to the time the Requisite Company Vote is obtained, (x) make a Change in Recommendation with respect to such Superior Proposal in accordance with Section 6.2(f) (ii) and/or (y) authorize, resolve, agree or propose publicly to take any such action, if all of the following conditions are met:   <omitted>
(i) the Company shall have (A) provided to Parent four (4) Business Days’ prior written notice, which shall state expressly (I) that it has received a written Acquisition Proposal that constitutes a Superior Proposal, (II) the material terms and conditions of the Acquisition Proposal (including the consideration offered therein and the identity of the Person or group making the Acquisition Proposal) and shall have contemporaneously provided an unredacted copy of the relevant proposed transaction agreements and all other documents related to the Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material term or condition of such Superior Proposal shall require a new notice and an additional three (3) Business Day period) and (III) that, subject to clause (ii) below, the Company’s board of directors has determined to make a Change in Recommendation and (B) prior to making such a Change in Recommendation, (x) used commercially reasonable efforts to engage in good faith with Parent (to the extent Parent wishes to engage) during such notice period, which may be on a non-exclusive basis, to consider any adjustments proposed by Parent to the terms and conditions of this Agreement such that the Acquisition Proposal ceases to constitute a Superior Proposal and (y) in determining whether to make a Change in Recommendation, the board of directors of the Company shall take into account any changes to the terms of this Agreement proposed by Parent and any other information provided by Parent in response to such notice; and (Pages 55-56)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 4 business days
(f) Exception to Change in Recommendation Provision (Superior Proposal). <omitted> following receipt of a written Acquisition Proposal by the Company <omitted> the Company’s board of directors may <omitted> make a Change in Recommendation <omitted> 
(it being understood and agreed that any amendment to the financial terms or any other material term or condition of such Superior Proposal shall require a new notice and an additional three (3) Business Day period) (Pages 55-56)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 4 business days
5.4 No Solicitation by the Company; Other Offers. <omitted> the Company shall not be entitled to: (i) make a Change in Company Board Recommendation <omitted> unless: <omitted> the Company shall have first provided prior <omitted> notice to Parent that it is prepared to <omitted> make a Change in Company Board Recommendation (a “Recommendation Change Notice”) <omitted> Any material changes with respect to the Intervening Event <omitted> or material changes to the financial terms of such Superior Proposal <omitted> shall require the Company to provide to Parent a new Recommendation Change Notice <omitted> and a new three (3) Business Day period. (Pages 45-46)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 3 business days
(d) <omitted> the Company Board (or any duly authorized committee thereof) may (i) effect a Company Adverse Recommendation Change <omitted> the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change <omitted> (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 negotiation period (except that such new negotiation period shall be for two (2) Business Days)). <omitted>

the Company Board (or any duly authorized committee thereof) may effect a Company Adverse Recommendation Change <omitted> if <omitted> the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change due to the occurrence of a Company Intervening Event <omitted> (it being understood and agreed that any material change to the facts and circumstances relating to the Company Intervening Event shall require a new notice and a new negotiation period (except that such new negotiation period shall be for two (2) Business Days)); (Page 50)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 4 business days
Section 6.3 No Solicitation by the Company. <omitted> (E) at the end of the five (5) Business Day period, prior to taking action to effect a Company Change of Recommendation, the Company Board or a committee thereof takes into account any adjustments or revisions to the terms of this Agreement proposed by Parent in writing and any other information offered by Parent in response to the notice, and determines in good faith after consultation with the Company’s financial advisors and outside legal counsel, that the Company Competing Proposal remains a Company Superior Proposal and that the failure to effect a Company Change of Recommendation in response to such Company Superior Proposal would be inconsistent with the fiduciary duties owed by the Company Board to the stockholders of the Company under applicable Law; provided, that in the event of any material amendment or material modification to any Company Superior Proposal (it being understood that any amendment or modification to the economic terms of any such Company Superior Proposal shall be deemed material), the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 6.3(e)(iii) with respect to such new written notice, except that the advance written notice obligation set forth in this Section 6.3(e)(iii) shall be reduced to two (2) Business Days; provided, further, that any such new written notice shall in no event shorten the original five (5) Business Day notice period; (Pages 71-72)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 5 business days
Section 6.3 No Solicitation by the Company. <omitted> provided, that in the event of any material amendment or material modification to any Company Superior Proposal <omitted> the Company shall be required to deliver a new written notice to Parent <omitted> except that the advance written notice obligation set forth in this Section 6.3(e)(iii) shall be reduced to two (2) Business Days; (Pages 71-72)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 5 business days
(d)               The Company Board shall not be entitled to effect an Adverse Recommendation Change <omitted> unless <omitted> :   (i)              (A) an Acquisition Proposal <omitted> is made <omitted> ; <omitted> (C) the Company has provided <omitted> notice <omitted> to Parent that the Company intends to take such action <omitted> provided, however, that, in the event of any material amendment of such Superior Proposal or any material change to the facts and circumstances relating to the Adverse Recommendation Change, the Company shall be required to issue a new Notice of Adverse Recommendation Change or otherwise comply again with the requirements of this Section 6.02(d) (provided, however, that for purposes of this sentence, references to the seventy-two (72)-hour period above shall be deemed to be references to a forty-eight (48)-hour period (or, if such forty-eight (48)-hour period does not include at least one (1) Business Day, ending on the first (1st) Business Day commencing after the passage of such forty-eight (48)-hour period) from the time of Parent’s receipt of the Notice of Adverse Recommendation Change); (Pages 27-28)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 3 calendar days
Section 5.4 No Company Solicitation.
 <omitted>
 (e) <omitted> the Company Board may make a Company Change of Recommendation <omitted> if: 
 
  <omitted>
 (ii) the Company Board determines in good faith <omitted> that such Alternative Acquisition Proposal is a Superior Acquisition Proposal 
 <omitted>
  (v) <omitted> (provided that, if Parent has proposed any changes to the terms hereof or the transactions contemplated hereby and there is any subsequent amendment to any material term of such Alternative Acquisition Proposal, the Company Board shall provide a new Company Recommendation Change Notice <omitted> and an additional two (2) Business Day period from the date of such notice shall apply) (Page 23)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 5 business days
4.5    Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> (c)    Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Required Company Stockholder Vote, the Company Board may make a Company Change in Recommendation if: (i)    the Company receives a bona fide written Company Acquisition Proposal after the date of this Agreement that has not been withdrawn and that did not result from a breach of Section 4.2 and prior to making such Company Change in Recommendation: (A) 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; (B) the Company delivers to Parent a written notice (the “Company Superior Proposal Notice”) no less than four Business Days in advance stating that the Company Board intends to make a Company Change in Recommendation, which notice shall include the identity of the Person making such Company Acquisition Proposal and a copy of such proposal (or, if not in writing, the material terms and conditions thereof); (C) during the four Business Day period commencing on the date of Parent’s receipt of such Company Superior Proposal Notice, if requested by Parent, the Company engages in good faith negotiations with Parent regarding a possible amendment of this Agreement so that the Company Acquisition Proposal that is the subject of the Company Superior Proposal Notice ceases to be a Company Superior Proposal; and (D) after the expiration of the negotiation period described in clause “(C)” above, the Company Board determines in good faith, after consultation with its outside legal counsel and its financial advisor, and after taking into account any amendments to this Agreement that Parent and Acquisition Sub have committed in writing to make as a result of the negotiations contemplated by clause “(C)” above, that such Company Acquisition Proposal continues to constitute a Company Superior Proposal; provided that if there is any change to any of the financial terms or material change to any other material terms of such Company Acquisition Proposal, the Company shall, in each case, be required to deliver to Parent an additional notice consistent with that described in clause “(B)” above and a new negotiation period under clause “(C)” above shall commence (except that the original four Business Day notice period referred to in clause “(C)” above shall instead be equal to the longer of (1) two Business Days and (2) the period remaining under the original four Business Day notice period of clause “(C)” above), during which time the Company shall be required to comply with the requirement of this Section 4.5(c)(i)(C) and (D) anew with respect to such additional notice (but substituting the time periods therein for the foregoing two Business Day period); or (Page 50)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 4 business days
4.5    Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> (c)    <omitted> the Company Board may make a Company Change in Recommendation if: (i)    <omitted> (B) the Company delivers to Parent <omitted> notice <omitted> that the Company Board intends to make a Company Change in Recommendation, <omitted> provided that if there is any change to any of the financial terms or material change to any other material terms of such Company Acquisition Proposal, the Company shall, in each case, be required to deliver to Parent an additional notice consistent with that described in clause “(B)” above and a new negotiation period under clause “(C)” above shall commence (except that the original four Business Day notice period referred to in clause “(C)” above shall instead be equal to the longer of (1) two Business Days and (2) the period remaining under the original four Business Day notice period of clause “(C)” above), during which time the Company shall be required to comply with the requirement of this Section 4.5(c)(i)(C) and (D) anew with respect to such additional notice (but substituting the time periods therein for the foregoing two Business Day period); (Page 50)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 4 business days
th 
 
 110
 
 
 advisors to offer to negotiate with (and if accepted, negotiated in good faith with), the Company in making adjustments to the terms and conditions of this Agreement such that, (x) in circumstances involving or relating to an Acquisition Proposal, the related Superior Proposal ceases to be a Superior Proposal, or (y) in circumstances not involving or relating to an Acquisition Proposal, such terms are as the Company proposes; and provided, that any amendment, supplement or modification to the financial or any other material terms of any Acquisition Proposal shall be deemed a new Acquisition Proposal and Parent may not make a Parent Adverse Recommendation Change pursuant to this Section 8.5 unless Parent has complied with the requirements of this Section 8.5(f)(i) with respect to each such new Acquisition Proposal, including sending a Parent Change Notice with respect to such Acquisition Proposal, provided, that Parent shall be obligated to negotiate for a period of only three (3) Business Days from such new Parent Change Notice, and (iii) following the end of the four (4) Business Day period or three (3) Business Day period (as applicable) contemplated by the immediately preceding clause (i), the Parent Board determines, in good faith that (x) following consultation with Parent’s outside legal and financial advisors in circumstances involving or relating to an Acquisition Proposal, the Superior Proposal giving rise to the Parent Change Notice continues to constitute a Superior Proposal (taking into account modifications or amendments to this Agreement proposed by the Company in response to such Parent Change Notice) and (y) in any case, following consultation with Parent’s outside legal advisors, the failure to make such Parent Adverse Recommendation Change would be inconsistent with its duties under applicable Law. (Pages 116-117)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 4 business days
Section 5.2 Company Acquisition Proposals. <omitted>

(e)            <omitted> Neither the Company Board nor any committee thereof shall make a Company Adverse Recommendation Change <omitted> or cause the Company to enter into a binding definitive agreement to effect such Company Superior Proposal unless the Company has first complied with the provisions of Section 5.2(f) <omitted>

(f)            The Company Board shall not take any action set forth in Section 5.2(e) unless <omitted>  if, during the Company Superior Proposal Notice Period any revisions are made to a Company Acquisition Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the Company shall deliver a new Notice of Company Superior Proposal to Parent and shall comply with the requirements of this Section 5.2(f) with respect to such new Notice of Company Superior Proposal, except that any subsequent Company Superior Proposal Notice Period shall be two (2) Business Days following Parent’s receipt of such new Notice of Company Superior Proposal. (Page 47)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 4 business days
SECTION 7.8. No Solicitation. <omitted> (d) <omitted> (iii) the Company has given Parent <omitted> notice of the Company Board’s intention to make a Company Adverse Recommendation Change <omitted> not earlier than 11:59 p.m. New York time on the fifth Business Day after Parent receives such <omitted> notice <omitted> (4) after considering the results of negotiations <omitted> , the Company Board shall have determined in good faith that such Acquisition Proposal remains a Superior Proposal, <omitted> For clarity, the provisions of this Section 7.8(d) shall also apply to any amendment to the financial terms or any other material amendment to any Acquisition Proposal (except that any reference to five Business Days shall instead be three Business Days) or any successive Acquisition Proposals. (Pages 76-77)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 5 business days
Section 5.2 No Solicitation; Recommendations. <omitted>

(d) Notwithstanding Section 5.2(b), at any time prior to obtaining the Company Stockholder Approval, the Company Board may, if it determines in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law, taking into account all adjustments to the terms of this Agreement that may be offered by the Parent pursuant to this Section 5.2, (x) make an Adverse Recommendation Change in response to either (1) a Superior Proposal or (2) an Intervening Event or (y) terminate this Agreement pursuant to Section 7.1(e) in response to a Superior Proposal; provided, however, that the Company Board may not make an Adverse Recommendation Change or terminate this Agreement pursuant to Section 7.1(e) in response to a Superior Proposal unless: (i) the Company notifies Parent in writing at least four Business Days before taking that action of its intention to do so, and specifies the reasons therefor, including the terms and conditions of, and the identity of the Person making, such Superior Proposal, and contemporaneously furnishes a copy (if any) of the proposed Alternative Acquisition Agreement and any other relevant transaction documents (it being understood and agreed that any amendment to the financial terms or any other material amendment to any material term of such Superior Proposal shall require a new written notice by the Company and a new notice period, provided such notice period shall be shortened to two Business Days); (Page 84)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 4 business days
Section 5.2 No Solicitation; Recommendations. <omitted>

(d) <omitted> the Company Board may <omitted> (x) make an Adverse Recommendation Change <omitted> ; provided, however, that the Company Board may not make an Adverse Recommendation Change <omitted> in response to a Superior Proposal unless: (i) the Company notifies Parent <omitted> (it being understood and agreed that any amendment to the financial terms or any other material amendment to any material term of such Superior Proposal shall require a new written notice by the Company and a new notice period, provided such notice period shall be shortened to two Business Days); (Page 84)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 4 business days
Section 6.4           No Solicitation by the Company and Company Change in Recommendation. <omitted>

(f)           Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be entitled to make a Company Change in Recommendation pursuant to Section 6.4(e) or terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i) unless: 

(i)          the Company shall have provided to Parent three Business Days’ prior written notice (the “Company Superior Proposal Notice”), which notice (A) shall not constitute a Company Change in Recommendation, advising Parent that the Company intends to take such action, and (B) shall include (1) the material terms and conditions of any such Company Superior Proposal, (2) an unredacted copy of the Company Alternative Acquisition Agreement in respect of such Company Acquisition Proposal, and (3) an unredacted copy of any other Contracts to be entered into in connection with such Company Acquisition Proposal that the Company Board determined were material to its decision that such Company Acquisition Proposal constitutes a Company Superior Proposal; 

(ii)         during such three-Business Day period, if requested in writing by Parent in good faith, the Company and its Representatives shall have engaged in good faith negotiations with Parent regarding changes to the terms of this Agreement intended by Parent to cause such Company Acquisition Proposal to no longer constitute a Company Superior Proposal; and 

62


 (iii)       the Company Board shall have considered any adjustments to this Agreement that may be proposed in writing by Parent (the “Parent Proposed Changed Terms”) no later than 11:59 p.m., New York City time, on the third Business Day of such three-Business Day period and shall have determined in good faith (after consultation with its financial advisors and outside counsel) that the Company Superior Proposal would continue to constitute a Company Superior Proposal if such Parent Proposed Changed Terms were to be given effect, and that the failure to make the Company Change in Recommendation or terminate this Agreement pursuant to Section 8.1(i) would reasonably be expected to be inconsistent with the fiduciary obligations of the Company Board under applicable Law; provided, however, that any (1) material revisions to the terms of a Company Superior Proposal or (2) material revisions to a Company Acquisition Proposal that the Company Board had determined no longer constitutes a Company Superior Proposal, shall constitute a new Company Acquisition Proposal and shall in each case require the Company to deliver to Parent a new Company Superior Proposal Notice, except that the references to three Business Days in this Section 6.4(f) shall be deemed to be two Business Days. (Pages 66-67)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 3 business days
Section 6.4           No Solicitation by the Company and Company Change in Recommendation. <omitted>

(f)           <omitted> the Company shall not be entitled to make a Company Change in Recommendation <omitted> unless: 

(i)          the Company shall have provided to Parent <omitted> notice (the “Company Superior Proposal Notice”), <omitted> advising Parent that the Company intends to take such action, <omitted>

 (iii)      <omitted> provided, however, that any (1) material revisions to the terms of a Company Superior Proposal or (2) material revisions to a Company Acquisition Proposal that the Company Board had determined no longer constitutes a Company Superior Proposal, shall constitute a new Company Acquisition Proposal and shall in each case require the Company to deliver to Parent a new Company Superior Proposal Notice, except that the references to three Business Days in this Section in this Section 6.4(f) shall be deemed to be two Business Days. (Pages 66-67)

Question: Initial matching rights period (COR)-Answer
Subquestion: <NONE>
Answer: 3 business days