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> (ii) the Company’s board of directors shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that, in light of such Superior Proposal and taking into account any revised terms proposed by Parent, such Superior Proposal continues to constitute a Superior Proposal and that the failure to make such Change in Recommendation would be inconsistent with the directors’ duties under applicable Law. <omitted> (g) Exception to Change in Recommendation (Intervening Event). Notwithstanding anything to the contrary set forth in Section 6.2(e), upon the occurrence of any Intervening Event, the Company’s board of directors may, at any time prior to the time the Requisite Company Vote is obtained, make a Change in Recommendation if all of the following conditions are met: <omitted> (ii) the Company’s board of directors shall have determined in good faith, after consultation with its outside legal counsel, that in light of such Intervening Event and taking into account any revised terms proposed by Parent, the failure to make a Change in Recommendation would be inconsistent with the directors’ duties under applicable Law. (Page 56)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
(f) Exception to Change in Recommendation Provision (Superior Proposal). <omitted> following receipt of a written Acquisition Proposal <omitted> and that the Company’s board of directors determines <omitted> constitutes a Superior Proposal, the Company’s board of directors may <omitted>  (x) make a Change in Recommendation with respect to such Superior Proposal <omitted> if <omitted> : <omitted> (ii) the Company’s board of directors shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that <omitted>  such Superior Proposal continues to constitute a Superior Proposal and that the failure to make such Change in Recommendation would be inconsistent with the directors’ duties under applicable Law. <omitted> (g) Exception to Change in Recommendation (Intervening Event). <omitted> upon the occurrence of any Intervening Event, the Company’s board of directors may <omitted> make a Change in Recommendation if <omitted> : <omitted> (ii) the Company’s board of directors shall have determined in good faith, after consultation with its outside legal counsel, that in light of such Intervening Event <omitted> , the failure to make a Change in Recommendation would be inconsistent with the directors’ duties under applicable Law. (Page 56)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
Section 6.02.      Acquisition Proposals; Change of Recommendation.  <omitted> 
(d)           No Change of Recommendation or Alternative Acquisition Agreement. 
<omitted> 
(iii)                Notwithstanding anything to the contrary set forth in this Agreement, prior to the Offer Acceptance Time, the Company Board may:   (x) effect a Change of Recommendation if: (A)  a bona fide written Acquisition Proposal that did not result from a violation of this Section 6.02 is received by the Company and has not been withdrawn, and  the Company Board determines in good faith, after consultation with outside legal counsel, that a failure to effect a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law and, after consultation with its financial advisor, that such Acquisition Proposal constitutes a Superior Proposal; or (B) the Company Board determines in good faith that an Intervening Event has occurred and, after consultation with outside legal counsel, that a failure to effect a Change of Recommendation would be inconsistent with


the directors’ fiduciary duties under applicable Law, and/or (Pages 32-33)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
Section 6.02.      Acquisition Proposals; Change of Recommendation. <omitted> 
(d)           No Change of Recommendation or Alternative Acquisition Agreement. 
<omitted> 
(iii)               <omitted> the Company Board may:   (x) effect a Change of Recommendation if: (A)  a <omitted> Acquisition Proposal <omitted> is received by the Company <omitted> , and  the Company Board determines in good faith, after consultation with outside legal counsel, that a failure to effect a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law and, after consultation with its financial advisor, that such Acquisition Proposal constitutes a Superior Proposal; or (B) the Company Board determines in good faith that an Intervening Event has occurred and, after consultation with outside legal counsel, that a failure to effect a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law, and/or (Pages 32-33)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
5.4 No Solicitation by the Company; Other Offers. <omitted> (d) <omitted> Notwithstanding the foregoing, the Company Board may, at any time prior to the Acceptance Time, take any of the actions set forth in Sections 5.4(d)(i)-(iii) below (provided, however, that prior to taking any such action, the Company complies with Section 5.4(e) of this Agreement): (i) if there is an Intervening Event, effect a Change in Company Board Recommendation if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal that did not result from a material breach of the Company’s obligations under this Section 5.4 if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal (Page 45)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
5.4 <omitted> Other Offers. <omitted> (d) <omitted> the Company Board may <omitted> : (i) if there is an Intervening Event, effect a Change in Company Board Recommendation if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law; (ii) effect a Change in Company Board Recommendation in response to an Acquisition Proposal <omitted> if the Company Board concludes in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law and the Company Board concludes in good faith, after consultation with the Company’s financial advisor, that the Acquisition Proposal constitutes a Superior Proposal (Page 45)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
Section 5.3 No Solicitation by the Company; Company Change in Recommendation. <omitted> (d) If <omitted> the Company Board (or any duly authorized committee thereof) receives a Company Takeover Proposal that it determines in good faith (after consultation with its outside counsel and financial advisor) constitutes a Company Superior Proposal, the Company Board (or any duly authorized committee thereof) may (i) effect a Company Adverse Recommendation Change <omitted> if (A) the Company Board (or any duly authorized committee thereof) determines in good faith (after consultation with its outside counsel and financial advisor) that the failure to take such action would be inconsistent with the Company’s directors’ fiduciary duties under applicable Law <omitted>

the Company Board (or any duly authorized committee thereof) may effect a Company Adverse Recommendation Change, but only in response to a Company Intervening Event and only if (i) the Company Board (or any duly authorized committee thereof) determines in good faith (after consultation with its outside counsel and financial advisor) that the failure to take such action would be inconsistent with the Company’s directors’ fiduciary duties under applicable Law (Page 50)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
Section 5.2. No Solicitation. <omitted>

(c)    Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may make a Change in Recommendation in response to an unsolicited bona fide written Acquisition Proposal or cause the Company to enter into an Alternative Acquisition Agreement concerning an Acquisition Proposal, in each case only if:   (i)    such Acquisition Proposal or Superior Proposal did not result from a breach of Section 5.2(a);   (ii)the Company Board (or a committee thereof) determines in good faith (A) after consultation with the Company’s outside legal counsel and Independent Financial Advisor, that such Acquisition Proposal constitutes a Superior Proposal and (B) after consultation with the Company’s outside legal counsel, that in light of such Acquisition Proposal, a failure to make a Change in Recommendation or to cause the Company to enter into such Alternative Acquisition Agreement would be inconsistent with the Company Board’s fiduciary obligations to the Company’s stockholders under the DGCL; (Page 27)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: No
Section 5.2. No Solicitation. <omitted>

(c)    <omitted> the Company Board may make a Change in Recommendation in response to an unsolicited bona fide written Acquisition Proposal or cause the Company to enter into an Alternative Acquisition Agreement concerning an Acquisition Proposal, in each case only if:   (i)    such Acquisition Proposal or Superior Proposal did not result from a breach of Section 5.2(a);   (ii) the Company Board <omitted> determines in good faith (A) <omitted> that such Acquisition Proposal constitutes a Superior Proposal and (B) after consultation with the Company’s outside legal counsel, that in light of such Acquisition Proposal, a failure to make a Change in Recommendation or to cause the Company to enter into such Alternative Acquisition Agreement would be inconsistent with the Company Board’s fiduciary obligations to the Company’s stockholders under the DGCL; (Page 27)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: No
Section 5.3    Acquisition Proposals. <omitted> (e)    Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, at any time prior to the time the Company Stockholder Approval is obtained, (x) the Company Board may make a Change of Recommendation (1) if the Company receives a bona fide unsolicited Acquisition Proposal following the Agreement Date that did not result from a violation of Section 5.3(a) and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (2) other than in connection with an Acquisition Proposal, in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was not known by the Company Board prior to the Agreement Date, in either case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (y) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1), the Company may also terminate this Agreement pursuant to Section 7.1 to enter into an Alternative Acquisition Agreement with respect to the applicable Superior Proposal; (Page 35)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
Section 5.3    Acquisition Proposals. <omitted> the Company Board may make a Change of Recommendation (1) if the Company receives a <omitted> Acquisition Proposal <omitted> and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) <omitted> that such Acquisition Proposal constitutes a Superior Proposal or (2) <omitted> in response to an event <omitted> occurring after the Agreement Date that was not known by the Company Board prior to the Agreement Date, in either case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law (Page 35)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
Section  5.4    Shareholders Meeting. <omitted> 
However, if, prior to the time the Company Shareholder Approval is obtained, the Company Board, after consultation with its financial advisor and outside counsel, determines in good faith that (a) an Acquisition Proposal constitutes a Superior Proposal and (b) it is reasonably likely that to continue to recommend this Agreement to its shareholders in light of such Acquisition Proposal would result in a violation of its fiduciary duties under the MBCA, then, in submitting this Agreement at the Company Shareholders Meeting, the Company Board may make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation. (Page 40)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: No
Section  5.4    Shareholders Meeting. <omitted> 
the Company Board, after consultation with its financial advisor and outside counsel, determines in good faith that (a) an Acquisition Proposal constitutes a Superior Proposal and (b) it is reasonably likely that to continue to recommend this Agreement to its shareholders in light of such Acquisition Proposal would result in a violation of its fiduciary duties under the MBCA, then, in submitting this Agreement at the Company Shareholders Meeting, the Company Board may make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation. (Page 40)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: No
SECTION 5.02. Acquisition Proposals. <omitted> (d) No Change in Recommendation; Exceptions. <omitted> (ii) <omitted> if the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that an <omitted> Acquisition Proposal, received from any Person after the date of this Agreement <omitted> constitutes a Superior Proposal, the Company Board may, in response to such Superior Proposal, effect a Change of Recommendation <omitted>
 
 (iii) <omitted> if an Intervening Event occurs and the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to effect a Change of Recommendation would be inconsistent with the Company Board’s fiduciary duties under applicable Law, the Company Board may, in response to such Intervening Event, effect a Change of Recommendation (Pages 36-37)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
Section 7.3 No Solicitation by the Company.<omitted>(e) Notwithstanding anything to the contrary in this Agreement, prior to the time the Company Shareholder Approval is obtained, the Company Board may effect a Company Adverse Recommendation Change (and, in the case of a Company Acquisition Proposal that was unsolicited after the date of this Agreement and that did not result from a material breach of this Section 7.3, terminate this Agreement pursuant to Section 9.1(d)(ii) and concurrently pay the fee required by Section 9.3 in order to enter into a definitive agreement in connection with a Superior Company Proposal) if: (i)(A) a Company Acquisition Proposal is made to the Company after the date of this Agreement and such Company Acquisition Proposal is not withdrawn prior to such Company Adverse Recommendation Change or (B) there has been an Intervening Event; (ii) in the case of a Company Acquisition Proposal, the Company Board concludes in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes a Superior Company Proposal; and (iii) the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Laws. (Page 69)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
Section 7.3 No Solicitation by the Company. <omitted> the Company Board may effect a Company Adverse Recommendation Change <omitted> if: (i)(A) a Company Acquisition Proposal is made to the Company after the date of this Agreement and such Company Acquisition Proposal is not withdrawn prior to such Company Adverse Recommendation Change or (B) there has been an Intervening Event; (ii) in the case of a Company Acquisition Proposal, the Company Board concludes in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes a Superior Company Proposal; and (iii) the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Laws (Page 69)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
SECTION 5.3 No Solicitation by the Company; Company Recommendation. <omitted>
(d) <omitted>
Notwithstanding the foregoing or any other provision of this Agreement to the contrary, prior to the time the Company Stockholder Approval is obtained (but not thereafter), the Company Board or the Company Special   41


Committee may make a Company Adverse Recommendation Change if either (x) in the case of a Company Adverse Recommendation Change made in response to a Company Acquisition Proposal, the Company Board or the Company Special Committee has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law or (y) in the case of a Company Adverse Recommendation Change made in response to a Company Intervening Event, the Company Board or the Company Special Committee has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that, as a result of a Company Intervening Event, the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (Pages 46-47)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
SECTION 5.3 No Solicitation by the Company; Company Recommendation. <omitted>
(d) <omitted>
the Company Board or the Company Special   41


Committee may make a Company Adverse Recommendation Change if either (x) in the case of a Company Adverse Recommendation Change made in response to a Company Acquisition Proposal, the Company Board or the Company Special Committee has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law or (y) in the case of a Company Adverse Recommendation Change made in response to a Company Intervening Event, the Company Board or the Company Special Committee has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that, as a result of a Company Intervening Event, the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (Pages 46-47)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
Section 6.03. No Solicitation. <omitted>
(b)    Exceptions. Notwithstanding Section 6.03(a), at any time prior to the adoption of this Agreement by the Company’s stockholders: <omitted>
(ii)    Subject to compliance with Section 6.03(d), the Company Board may make an Adverse Recommendation Change (A) following receipt of a Superior Proposal that did not result from a material breach of this Section 6.03 or (B) in response to material events, changes, occurrences, effects or developments arising after the date hereof that were not known by the Company Board as of the date of this Agreement (other than the existence of any Acquisition Proposal) (any such material event, change, occurrence, effect or development, an “Intervening Event”); in each case referred to in the foregoing clauses (i) and (ii) only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be likely to be inconsistent with its fiduciary duties under Delaware Law. (Page 57)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes
Section 6.03. No Solicitation. <omitted>
(b)    Exceptions. <omitted>
(ii)    <omitted> the Company Board may make an Adverse Recommendation Change (A) following receipt of a Superior Proposal <omitted> or (B) in response to material events, changes, occurrences, effects or developments arising after the date hereof that were not known by the Company Board as of the date of this Agreement <omitted> (any such material event, change, occurrence, effect or development, an “Intervening Event”); in each case referred to in the foregoing clauses (i) and (ii) only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be likely to be inconsistent with its fiduciary duties under Delaware Law. (Page 57)

Question: COR permitted in response to Intervening Event
Subquestion: <NONE>
Answer: Yes