Sansaboo/maud huggingface dataset:
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 no-shop resulting in a Superior Offer
Answer: Material breach of no-shop resulting in a Superior Offer
Section 5.4 Acquisition Proposals. <omitted> (b)          (i)            Notwithstanding the foregoing, the Board of Directors of VEREIT and the Board of Directors of Realty Income shall each be permitted, prior to its respective meeting of stockholders to be held pursuant to Section 5.1, and subject to (A) compliance with the other terms of this Section 5.4 and (B) first entering into a confidentiality agreement having provisions that are no less favorable to such party than those contained in the Confidentiality Agreement (provided that such agreement need not contain any standstill or similar provision prohibiting the making of an Acquisition Proposal), to engage in discussions and negotiations with, or provide any nonpublic information or data to, any Person in response to an unsolicited bona fide written Acquisition Proposal by such Person first made after the date of this Agreement (that did not result from a material breach of this Section 5.4) and which the Board of Directors of VEREIT or the Board of Directors of Realty Income, as applicable, concludes in good faith (after consultation with outside legal counsel and financial advisors) constitutes or is reasonably likely to result in a Superior Proposal, if and only to the extent that the directors of VEREIT or of Realty Income, as applicable, conclude in good faith (after consultation with their outside legal counsel) that failure to do so would reasonably be expected to result in a breach of their duties to VEREIT or Realty Income, as applicable. VEREIT or Realty Income, as applicable, shall provide the other with a copy of any nonpublic information or data provided to a third party pursuant to the prior sentence prior to or substantially concurrently with furnishing such information to such third party (except to the extent that such nonpublic information or data shall have been previously provided to the other party).  <omitted> Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, by action taken or authorized by the Board of Directors of the terminating party or parties, whether before or after approval of the Merger by the stockholders of VEREIT or Realty Income: <omitted> (d)               by VEREIT, upon written notice to Realty Income:   (i)                 at any time prior to the receipt of the VEREIT Required Stockholders Vote in order to enter into an Acquisition Agreement with respect to a Superior Proposal in accordance with the express terms and conditions of Section 5.4; provided, however, that this Agreement may not be so terminated unless the payment required by Section 7.2(b)(i) is made in full to Realty Income substantially concurrently with the occurrence of such termination and the entry into such Acquisition Agreement with respect to such Superior Proposal; and (Page 40)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
Section 5.4 Acquisition Proposals. <omitted> (b)          (i)            Notwithstanding the foregoing, the Board of Directors of VEREIT and the Board of Directors of Realty Income shall each be permitted, <omitted> to engage in discussions and negotiations with, or provide any nonpublic information or data to, any Person in response to an unsolicited bona fide written Acquisition Proposal by such Person first made after the date of this Agreement (that did not result from a material breach of this Section 5.4)   <omitted> 

Section 7.1 Termination. This Agreement may be terminated <omitted> (d)               by VEREIT, upon written notice to Realty Income:   (i)                 at any time prior to the receipt of the VEREIT Required Stockholders Vote in order to enter into an Acquisition Agreement with respect to a Superior Proposal in accordance with the express terms and conditions of Section 5.4; (Page 40)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
SECTION 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 no-shop resulting in a Superior Offer
Answer: Breach of no-shop resulting in a Superior Offer
Section 6.3          No Solicitation of Transactions.(a)          From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Section  8.1,  except  as  otherwise  set  forth  in  this Section  6.3,  the  Company  shall  not,  and  shall  cause  the  Company  Subsidiaries  and  Representatives  of  theCompany not to, and shall not authorize or permit the Representatives of the Company to, directly or indirectly: (i)            initiate, solicit, cooperate with, assist, participate in or knowingly take any action to encourage, induce or facilitate (including by way of providing non-public information relating to the Company or Company Subsidiaries or affording access to the business or properties of theCompany) the making, submission or announcement of any Acquisition Proposal; <omitted> Section 8.1            Termination.  This Agreement  may  be  terminated,  and  the  Merger  contemplated  hereby  may be  abandoned,  by  action  taken  or authorized by the board of directors of the terminating party or parties: <omitted> (d) by the Company (i)            at any time prior to obtaining the Company Stockholder Approval if the Company Board determines to accept a Superior Proposal, but only if the Company shall have complied in all material respects with its obligations under Section 6.3 and is otherwise permitted to accept such Superior Proposal pursuant to Section 6.3(d); provided, however, that such termination shall not be effective unless the Company shall concurrently with such termination enter into the Alternative Acquisition Agreement and pay the Company Termination Fee to Parent; (Page 50)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
Section 6.3          No Solicitation of Transactions. <omitted> the  Company  shall  not <omitted> solicit <omitted> any Acquisition Proposal; <omitted> Section 8.1            Termination.  This Agreement  may  be  terminated <omitted> by the Company: <omitted> (i) <omitted> if the Company Board determines to accept a Superior Proposal, but only if the Company shall have complied in all material respects with its obligations under Section 6.3 and is otherwise permitted to accept such Superior Proposal pursuant to Section 6.3(d); (Page 50)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
Section 5.4 Non-Solicitation; Change in Recommendation.  <omitted> (b) <omitted> (iv)          <omitted> the Board of Trust Managers of the Company may <omitted> authorize the Company to terminate this Agreement pursuant to Section 7.1(i), if and only if (A) a bona fide written Acquisition Proposal (that did not result from a breach of this Section 5.4 in any material respect) is made to the Company by a third party, and such Acquisition Proposal is not withdrawn, (B) the Board of Trust Managers of the Company determines in good faith <omitted> that such Acquisition Proposal constitutes a Superior Proposal (Page 70)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop resulting in a Superior Offer
Section 6.3. 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: Other
Answer: Material breach of no-shop
Section 5.4 Acquisition Proposals. <omitted> (b)          (i)            Notwithstanding the foregoing, the Board of Directors of VEREIT and the Board of Directors of Realty Income shall each be permitted, prior to its respective meeting of stockholders to be held pursuant to Section 5.1, and subject to (<omitted> (B) first entering into a confidentiality agreement having provisions that are no less favorable to such party than those contained in the Confidentiality Agreement (provided that such agreement need not contain any standstill or similar provision prohibiting the making of an Acquisition Proposal), to engage in discussions and negotiations with, or provide any nonpublic information or data to, any Person in response to an unsolicited bona fide written Acquisition Proposal by such Person first made after the date of this Agreement (that did not result from a material breach of this Section 5.4) and which the Board of Directors of VEREIT or the Board of Directors of Realty Income, as applicable, concludes in good faith (after consultation with outside legal counsel and financial advisors) constitutes or is reasonably likely to result in a Superior Proposal, if and only to the extent that the directors of VEREIT or of Realty Income, as applicable, conclude in good faith (after consultation with their outside legal counsel) that failure to do so would reasonably be expected to result in a breach of their duties to VEREIT or Realty Income, as applicable. VEREIT or Realty Income, as applicable, shall provide the other with a copy of any nonpublic information or data provided to a third party pursuant to the prior sentence prior to or substantially concurrently with furnishing such information to such third party (except to the extent that such nonpublic information or data shall have been previously provided to the other party).  <omitted> Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, by action taken or authorized by the Board of Directors of the terminating party or parties, whether before or after approval of the Merger by the stockholders of VEREIT or Realty Income: <omitted> (d)               by VEREIT, upon written notice to Realty Income:   (i)                 at any time prior to the receipt of the VEREIT Required Stockholders Vote in order to enter into an Acquisition Agreement with respect to a Superior Proposal, provided that VEREIT is not in material breach of any of the terms of this Agreement; provided, however, that this Agreement may not be so terminated unless the payment required by Section 7.2(b)(i) is made in full to Realty Income substantially concurrently with the occurrence of such termination and the entry into such Acquisition Agreement with respect to such Superior Proposal; and  (Page 40)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: (Material) breach of other provisions of agreement
Section 5.3 Company Acquisition Proposals. <omitted>

(e) Notwithstanding anything to the contrary in this Agreement (including this Section 5.3), if prior to obtaining the Company Stockholder Approval, (i) the Company receives an unsolicited bona fide written Company Acquisition Proposal, (ii) such Company Acquisition Proposal did not result from a breach by the Company of this Section 5.3 and (iii) the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisors) that such Company Acquisition Proposal constitutes a Company Superior Proposal, then, the Company may make a Company Adverse Recommendation Change and may terminate this Agreement pursuant to Section 7.1(d)(ii) (including payment of the Company Termination Fee) and concurrently enter into a binding definitive agreement to effect such Company Superior Proposal.  (Page 59)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: Breach of no-shop resulting in a Superior Offer
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 <omitted> 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 provided that the Company is not in material breach of any of the terms of this Agreement; 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: (Material) breach of other provisions of agreement
Section 6.02 Non-Solicitation <omitted> Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to the receipt of  the  Required  Company  Stockholder  Approval,  but  not  after,  the  Company Board  (upon  the  recommendation  of  the Company  Special  Committee)  shall be permitted, so long as the Company is not in material violation of this Section 6.02 and subject  to  compliance  with Section  6.02(d), (x)  to  terminate  this  Agreement  to  concurrently  enter  into  a  definitive Alternative Acquisition  Agreement  with  respect  to  a  Superior  Proposal pursuant  to  Section  8.01(h) 
<omitted> 
Section 8.01 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time notwithstanding receipt of the Required Company Stockholder Approval (except as expressly noted below), only as follows: 
<omitted> 
(h) b y the Company (upon approval from the Company Special Committee), at any time prior to the receipt of the Required Company Stockholder Approval, in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; provided, that, prior to any such termination (i) the Company Board (or Company Special Committee, as applicable) 

78


authorizes the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal to the extent permitted by, and subject to the terms and conditions of, Section 6.02, (ii) substantially concurrently with the termination of this Agreement, the Company enters into an Alternative Acquisition Agreement providing for such Superior Proposal, (iii) the Company has complied in all material respects with, and is not in material breach of, the provisions of Section 6.02 and (iv) that the Company pays to Parent (or one or more of its designees) the Company Termination Fee prior to or concurrently with such termination; or (Pages 82-83)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: Material 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: Other
Answer: Material breach of no-shop resulting in a Superior Offer
8.1          Termination. This Agreement may be validly terminated, and the Transactions (including the Merger) may be abandoned, at any time prior to the Effective 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, at any time prior to receiving the Requisite Stockholder Approval 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 has complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) as a condition to such termination the Company pays the Company Termination Fee due to Parent in accordance with the applicable provision of Section 8.3(b); or (Page 95)

Question: Limitations on FTR Exercise-Answer
Subquestion: Other
Answer: Material breach of no-shop resulting in a Superior Offer
Section 5.2    No Solicitation.(a)    No Solicitation or Negotiation. <omitted> the Company and its Subsidiaries shall, and the Company and its Subsidiaries shall cause their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, (i) immediately cease and terminate any solicitation, encouragement <omitted> discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, proposal or Acquisition Proposal <omitted> 
Notwithstanding anything to the contrary set forth in this Agreement, but subject to Sections 5.2(e) and (f), at any time prior to obtaining the Company Shareholder Approval, but not after, so long as none of the Company, its Subsidiaries or their Representatives have breached in any material respect this Section 5.2, the Company’s Board of Directors (or a committee thereof) may, if the Company’s Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (x) effect a Recommendation Withdrawal in response to an Acquisition Proposal made after the date hereof that did not result from a breach of this Section 5.2 and that the Company’s Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside counsel) is a Superior Proposal (giving effect to all of the binding written adjustments, if any, offered by Parent pursuant to Section 5.2(f) or otherwise), (y) subject to prior or concurrent payment of the Termination Fee, terminate this Agreement under Section 7.1(d)(ii) to enter into an Alternative Acquisition Agreement if the Company’s Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside counsel) that the Acquisition Proposal continues to constitute a Superior Proposal and/or (z) effect a Recommendation Withdrawal in response to an Intervening Event. (Page 43)

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