Sansaboo/maud huggingface dataset:
Section 5.3 Solicitation by the Company. <omitted> (b)          <omitted> if the Company receives, <omitted> a <omitted> Competing Proposal, which the Company Board of Directors determines in good faith after consultation with the Company’s outside legal and financial advisors constitutes, or would reasonably be expected to result in, a Superior Proposal, then <omitted> the Company may take the following actions: (x) furnish nonpublic information to the Person making such Competing Proposal, if, and only if, prior to so furnishing such information, the Company receives from such Person an executed Acceptable Confidentiality Agreement and (y) engage in discussions or negotiations with such Person with respect to the Competing Proposal. (Page 27)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
6.9 Acquisition Proposals. <omitted>
provided, that, prior to the receipt of the Requisite Company Vote, in the event Company receives an unsolicited bona fide written Company Acquisition Proposal, it may, and may permit its Subsidiaries and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that (A) its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable law or (B) its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors), that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal (as defined herein) and; provided, further, that, prior to or concurrently with providing any nonpublic information permitted to be provided pursuant to the foregoing proviso, Company shall have entered into a confidentiality agreement with such third party on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with any exclusive right to negotiate with Company. (Page 57)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
6.9 Acquisition Proposals. <omitted> provided, that <omitted> in the event Company receives an <omitted> Company Acquisition Proposal, it may, and may permit its Subsidiaries and its Subsidiaries’ Representatives to, furnish or cause to be furnished nonpublic information or data and participate in such negotiations or discussions to the extent that (A) its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would reasonably be expected to be inconsistent with its fiduciary duties under applicable law or (B) its Board of Directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors), that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal (as defined herein) and; (Page 57)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
(b) Exceptions to No Solicitation. <omitted> in response to an <omitted> Acquisition Proposal <omitted> the Company may: (i) provide information concerning the Company and its Subsidiaries in response to a request to the Person or group <omitted> who made such an Acquisition Proposal and the respective Representatives and financing sources thereof; provided that such information has previously been made available to Parent, or is made available to Parent prior to or concurrently with the time such information is made available to such Person or group, and prior to providing any such information or data, the Company and the Person or group <omitted> making such Acquisition Proposal shall have entered into a legally binding confidentiality agreement (A) with terms not less restrictive in any material respect to such Person or group <omitted> than the comparable terms in the Confidentiality Agreement are on Parent and (B) that treats any financing sources of such Person or group <omitted> as “representatives” of such Person or group <omitted> thereunder, subject to the same confidentiality limitations as such Person or group <omitted> provided, however, that if the Person or group <omitted> making such Acquisition Proposal is a competitor of the Company <omitted> the Company shall not provide any competitively sensitive information to such Person <omitted> other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and -36- (ii) engage or otherwise participate in any discussions or negotiations with any such Person or group <omitted> and the respective Representatives and financing sources thereof regarding such Acquisition Proposal, if, and only if, prior to taking any action described in clause (i) or clause (ii) of this Section 7.2(b), the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor, based on the information then available, <omitted> that (A) such Acquisition Proposal either constitutes a Superior Proposal or could reasonably be expected to result in a Superior Proposal and (B) the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law. (Pages 40-41)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
6.3 No Solicitation by Golden. <omitted> (e)            Notwithstanding anything in this Agreement to the contrary:   <omitted>  (ii)            prior to, but not after, the receipt of the Golden Stockholder Approval, Golden and its Representatives may engage in the activities prohibited by Sections 6.3(b)(ii)or 6.3(b)(iii)(and, only with respect to a Golden Competing Proposal that satisfies the requirements in this Section6.3(e)(ii), may solicit, propose, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer with respect to such Golden Competing Proposal or any modification thereto) with any Person if Golden receives a bona fide written Golden Competing Proposal from such Person that was not solicited at any time following the execution of this Agreement in breach of the obligations set forth in this Section 6.3; provided, however, that (A)no information that is prohibited from being furnished pursuant to Section 6.3(b)may be furnished until Golden receives an executed confidentiality agreement from such Person containing limitations on the use and disclosure of non-public information furnished to such Person by or on behalf of Golden that are no less favorable to Golden in the aggregate than the terms of the Confidentiality Agreement (including standstill restrictions), as determined by the Golden Board in good faith after consultation with its legal counsel; (provided, further, that such confidentiality agreement does not contain provisions that prohibit Golden from providing any information to Labrador in accordance with this Section 6.3 or that otherwise prohibits Golden from complying with the provisions of this Section 6.3), (B)that any such non-public information has previously been made available to, or is made available to, Labrador prior to or concurrently with (or in the case of oral non-public information only, promptly (and in any event within the shorter of one Business Day and 48 hours) after) the time such information is made available to such Person, and (C)prior to taking any such actions, the Golden Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Golden Competing Proposal is, or would reasonably be expected to lead to, a Golden Superior Proposal; (Pages 33-34)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
6.3 No Solicitation by Golden. <omitted> (ii) <omitted> Golden and its Representatives may engage in the activities prohibited by Sections 6.3(b)(ii)or 6.3(b)(iii)(and, only with respect to a Golden Competing Proposal that satisfies the requirements in this Section6.3(e)(ii), may solicit, propose, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer with respect to
such Golden Competing Proposal or any modification thereto) with any Person if Golden receives a <omitted> Golden Competing Proposal from such Person <omitted> provided, however, that <omitted> prior to taking any such actions, the Golden Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Golden Competing Proposal is, or would reasonably be expected to lead to, a Golden Superior Proposal; (Pages 33-34)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
Section 5.4 Company No Solicitation. <omitted>
 
 (c) Notwithstanding anything to the contrary contained in this Section 5.4, if at any time from and after the date of this Agreement and prior to obtaining the Company Stockholder Approval, the Company, directly or indirectly receives a bona fide, unsolicited written Company Takeover Proposal from any person that did not result from a material breach (or a deemed material breach) of this Section 5.4 and if the Company Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal, and failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then the Company and its Representatives may, directly or indirectly, (i) furnish, pursuant to a Company Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries, and afford access to the business, properties, assets, employees, officers, Contracts, books and records of the Company and its Subsidiaries, to the person that has made such Company Takeover Proposal and its Representatives and potential sources of funding; provided that the Company shall substantially concurrently with the delivery to such person provide to Parent any non-public information concerning the Company or any of its Subsidiaries that is provided or made available to such person or its Representatives unless such non-public information has been previously provided or made available to Parent and (ii) engage in or otherwise participate in discussions or negotiations with the person making such Company Takeover Proposal (including as a part thereof, making counterproposals) and its Representatives and potential sources of financing regarding such Company Takeover Proposal. “Company Acceptable Confidentiality Agreement” means any customary confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those applicable to Parent that are contained in the Confidentiality Agreement; (Page 63)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
Section 5.4 Company No Solicitation. <omitted>
 
 (c) if <omitted> the Company, directly or indirectly receives a <omitted> Company Takeover Proposal <omitted> and if the Company Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal, and failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then the Company and its Representatives may, directly or indirectly, 
 
 (i) furnish, pursuant to a Company Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries, and afford access to the business, properties, assets, employees, officers, Contracts, books and records of the Company and its Subsidiaries, to the person that has made such Company Takeover Proposal and its Representatives and potential sources of funding; provided that the Company shall substantially concurrently with the delivery to such person provide to Parent any non-public information concerning the Company or any of its Subsidiaries that is provided or made available to such person or its Representatives unless such non-public information has been previously provided or made available to Parent and 
 
 (ii) engage in or otherwise participate in discussions or negotiations with the person making such Company Takeover Proposal (including as a part thereof, making counterproposals) and its Representatives and potential sources of financing regarding such Company Takeover Proposal. “Company Acceptable Confidentiality Agreement” means any customary confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those applicable to Parent that are contained in the Confidentiality Agreement; (Page 63)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
7.2 Acquisition Proposals; Change of Recommendation <omitted> (b) Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in this Section 7.2 <omitted> the Company, its Subsidiaries and its and their respective Representatives may, in response to an unsolicited bona fide written Acquisition Proposal that is made after the execution and delivery of this Agreement (but only if the Company did not violate (other than in immaterial respects) any provision of this Section 7.2 with respect to the Person or Group making such Acquisition Proposal): (i) provide non-public and other information and data concerning the Company and its Subsidiaries and access to the Company and its Subsidiaries’ properties and books and records in response to a request from the Person or Group (or their Representatives) who made such an Acquisition Proposal <omitted> (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group and their Representatives regarding such Acquisition Proposal <omitted> if, prior to taking any action described in clause (i) or this clause (ii) of this Section 7.2(b), the Company Board determines in good faith, after consultation with outside legal counsel, that based on the information then available, <omitted> and after consultation with an independent financial advisor of nationally recognized reputation, that (A) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and (B) the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. (Pages 71-72)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
6.3 No Solicitation by the Company. <omitted> 
(e) Notwithstanding anything in this Agreement to the contrary: <omitted>
(ii)          prior to, but not after, the receipt of the Company Stockholder Approval, the Company and its Representatives may engage in the activities prohibited by Sections 6.3(b)(ii) or 6.3(b)(iii) (and, only with respect to a Company Competing Proposal that satisfies the requirements in the following clauses (1) and (2), may solicit, propose, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer with respect to such Company Competing Proposal or any modification thereto) with any Person if (1) the Company receives a bona fide written Company Competing Proposal from such Person that was not solicited at any time following the execution of this Agreement and (2) such Company Competing Proposal did not arise from a breach of the obligations set forth in this Section 6.3; provided, however, that (A) no information that is prohibited from being furnished pursuant to Section 6.3(b) may be furnished until the Company receives an executed confidentiality agreement from such Person containing limitations on the use and disclosure of non-public information furnished to such Person by or on behalf of the Company that are no less favorable to the Company in the aggregate than the terms of the Confidentiality Agreement, as determined by the Company Board in good faith after consultation with its legal counsel; (provided, further, that such confidentiality agreement does not contain provisions which prohibit the Company from providing any information to Parent in accordance with this Section 6.3 or that otherwise prohibits the Company from complying with the provisions of this Section 6.3), (B) that any such non-public information has previously been made available to, or is made available to, Parent prior to or concurrently with (or in the case of oral non-public information only, promptly (and in any event within the shorter of one (1) Business Day and 48 hours) after) the time such information is made available to such Person, (C) prior to taking any such actions, the Company Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Company Competing Proposal is, or would reasonably be expected to lead to, a Company Superior Proposal and (D) prior to taking any such actions, the Company Board determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the fiduciary duties owed by the Company Board to the stockholders of the Company under applicable Law; (Page 53)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
6.3 No Solicitation by the Company. <omitted> 
(e) Notwithstanding anything in this Agreement to the contrary: <omitted>
(ii)          <omitted> the Company and its Representatives may engage in the activities prohibited by Sections 6.3(b)(ii) or 6.3(b)(iii)  <omitted> with any Person if (1) the Company receives a <omitted> Company Competing Proposal <omitted> provided, however, that (A) no information that is prohibited from being furnished <omitted> may be furnished until the Company receives an executed confidentiality agreement  <omitted> (B) that any such non-public information has previously been made available to, or is made available to, Parent prior to or concurrently with <omitted> the time such information is made available to such Person, (C) prior to taking any such actions, the Company Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Company Competing Proposal is, or would reasonably be expected to lead to, a Company Superior Proposal and (D) prior to taking any such actions, the Company Board determines in good faith after consultation with its outside legal counsel that failure to take such action would be inconsistent with the fiduciary duties owed by the Company Board to the stockholders of the Company under applicable Law; (Page 53)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
Section 5.2 No Solicitation by the Company.  <omitted>

(b) Notwithstanding anything to the contrary contained in Section 5.2(a) or any other provisions of this Agreement, if at any time prior to obtaining the Stockholder Approval, the Company or any of its Representatives receives a bona fide written Company Takeover Proposal from any Person or group of Persons, which Company Takeover Proposal did not result from any breach of this Section 5.2 (other than any violation that is immaterial in scope and effect), the Company and its Representatives may to the extent that the Company Board or any duly constituted and authorized committee thereof determines in good faith, after consultation with financial advisors and legal counsel, that the failure to take such action, in light of the Company Takeover Proposal and the terms of this Agreement would be inconsistent with the Company Board’s fiduciary duties under applicable Law and that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal, then the Company and its Representatives may (x) furnish, following execution of an Acceptable Confidentiality Agreement with such Person, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal; provided that the Company shall, prior to such disclosure provide to Parent any non-public information concerning the Company or any of its Subsidiaries that is made available to such Person to the extent not previously provided to Parent or its Representatives and (y) engage in or otherwise participate in discussions or negotiations with the Person or group of Persons making such Company Takeover Proposal. (Page 46)

Question: Fiduciary exception: Board determination trigger (no shop)-Answer
Subquestion: <NONE>
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer