Sansaboo/maud huggingface dataset:
Section 6.02 Company No Solicitation. <omitted> (b)              Company Superior Proposal.  Notwithstanding Section 6.02(a), prior to the receipt of the Requisite Company Vote, the Company directly or indirectly through any Representative, may, subject to Section 6.02(c):  (i) participate in negotiations or discussions with any Third Party that has made (and not withdrawn) a bona fide Company Takeover Proposal that did not arise from a breach of the obligations set forth in Section 6.02(a) in writing that the Company Board believes in good faith, after consultation with outside legal counsel and the Company Financial Advisor constitutes or would reasonably be expected to lead to a Company Superior Proposal; <omitted>

Section 10.04          Termination by the Company.  This Agreement may be terminated by the Company at any time prior to the Effective Time: 

(a)            if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, the Company Board authorizes the Company, to the extent permitted by and subject to full compliance with the applicable terms and conditions of Section 6.02 hereof, to enter into a definitive agreement in respect of a Company Superior Proposal; provided, that the Company shall have paid any amounts due pursuant to Section 10.06(a)(ii) hereof in accordance with the terms, and at the times, specified therein; and provided further, that in the event of such termination, the Company substantially concurrently enters into such definitive agreement with respect to such Company Superior Proposal; or (Page 104)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: 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: (Material) breach of other provisions of agreement
Answer: Material breach of no-shop
Section 6.3. Acquisition Proposals. 

(a) <omitted> The Company shall <omitted> (x) immediately cease any solicitation <omitted> 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 <omitted> constitutes a Superior Proposal (Page 47)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Material breach of no-shop
4.2 Company No Solicitation. <omitted>
4.4 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted>
6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted>
(e) by the Company, at any time prior to obtaining the Required Company Stockholder Vote, in the event that (i) the Company Board shall have authorized the Company to enter into a definitive agreement relating to a Company Superior Proposal; (ii) concurrently with the termination of this Agreement, the Company enters into the definitive agreement relating to a Company Superior Proposal and pays Parent the Termination Fee payable to Parent pursuant to Section 6.3(a); and (iii) the Company has not materially breached the provisions of Section 4.2 and Section 4.4; (Page 73) (Page 73)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Material breach of no-shop, (Material) breach of other provisions of agreement
4.2 Company No Solicitation. <omitted>
4.4 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted>
6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted>
(e) by the Company, at any time prior to obtaining the Required Company Stockholder Vote, in the event that (i) the Company Board shall have authorized the Company to enter into a definitive agreement relating to a Company Superior Proposal; <omitted> and (iii) the Company has not materially breached the provisions of Section 4.2 and Section 4.4; (Page 73) (Page 73)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Material breach of no-shop, (Material) breach of other provisions of agreement
Section 5.3. No Solicitation by the Company.
<omitted>

Section 8.1. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time before the Closing, as follows (with any termination by Parent also being an effective termination by Merger Sub I and Merger Sub II):
<omitted>

(h) by the Company in order to effect a Change of Recommendation and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) the Company has complied in all material respects with the terms of Section 5.3 and (ii) substantially concurrently with or prior to (and as a condition to) the termination of this Agreement, the Company pays to Parent the Termination Fee. (Page 85)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
Answer: Material breach of no-shop
Section 5.3. No Solicitation by the Company.
<omitted>

Section 8.1. Termination. This Agreement may be terminated
<omitted>

(h) by the Company in order to effect a Change of Recommendation and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) the Company has complied in all material respects with the terms of Section 5.3 (Page 85)

Question: Limitations on FTR Exercise-Answer
Subquestion: (Material) breach of other provisions of agreement
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 (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 other provisions of agreement
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 other provisions of agreement
Answer: Material breach of no-shop
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 other provisions of agreement
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 other provisions of agreement
Answer: Material breach of no-shop
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: Any breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.4 No Company Solicitation.
<omitted>

(e)            <omitted> the Company Board may make a Company Change of Recommendation or authorize the Company to terminate this Agreement under Section 7.1(d) (i) if:   

(i)            the Company has received a written Alternative Acquisition Proposal that did not result from a breach of this Section 5.4;  (Page 23)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Material breach of no-shop
Section 6.3 No Solicitation; Other Offers. <omitted> (b) Exceptions. <omitted> (ii) Exception for Superior Proposal. Notwithstanding any other provision of this Agreement, but subject to compliance with Section 6.3(c), at any time prior to obtaining the Company Stockholder Approval, if the Company has received a Superior Proposal that is not a result of a breach of this Section 6.3 <omitted> 

Section 10.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval) only as follows: <omitted> 
(d) by the Company, at any time prior to obtaining the Company Stockholder Approval, if the Company, subject to complying with the terms of this Agreement (including Section 6.3), enters into a definitive Alternative Acquisition Agreement concerning a Superior Proposal (Page 65)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer, (Material) breach of other provisions of agreement
5.4 No Solicitation. <omitted> (ii) if the Company has received a bona fide Acquisition Proposal, whether during the Go-Shop Period or after the No-Shop Period Start Date, that the Company Board (or a committee thereof) has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, then the Company Board may (A) effect a Company Board Recommendation Change with respect to such Superior Proposal; or (B) authorize the Company to terminate this Agreement pursuant to Section 8.1(h) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal substantially concurrently with the termination of this Agreement; provided, however, that the Company Board (or a committee thereof) shall not take any action described in the foregoing clauses (A) or (B) unless: (1) the Company Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law;   66


(2) the Company Group and its Representatives have complied in all material respects with their obligations pursuant to this Section 5.4 with respect to such Acquisition Proposal;  (Pages 70-71)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer
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: Any breach of no-shop
Answer: Material breach of no-shop
Section 7.01      Termination. This Agreement may be terminated, in the case of clauses (a), (b), (e), (f) or (g) below, at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval or, in the case of clauses (c) or (d) below, at any time prior to receipt of the Company Stockholder Approval, as follows: <omitted> (d)            by the Company, at any time prior to the receipt of the Company Stockholder Approval, if (i) the Company has received a Superior Proposal, (ii) the Company Board (or any committee thereof), as permitted by Section 5.03(e), has authorized the Company to enter into an Alternative Acquisition Agreement to consummate the Superior Proposal, (iii) the Company has complied in all respects with Section 5.03 (No-Shop) in respect of such Superior Proposal (other than any non-compliance that was both immaterial and unintentional), (iv) the Company pays the Company Termination Fee in accordance with Section 7.02(b) and (v) substantially concurrently with such termination, the Company enters into an Alternative Acquisition Agreement to consummate such Superior Proposal;

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Other
Section 8.3.Termination by the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by the Company if: <omitted> (b)    The Company Board or any committee thereof effects a Change of Board Recommendation in respect of a Superior Proposal in accordance with Section 6.3(e)(i); provided, that, (i) such Superior Proposal, or any Acquisition Proposal that was a precursor thereto, shall not have resulted from a material breach of Section 6.3, (ii) after the Company and Company Board satisfy all of the requirements set forth in Section 6.3(e)(i), the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement in respect of such Superior Proposal and (iii) the Company shall pay the Termination Fee due pursuant, and in accordance with, to Section 8.5(b), and shall have entered into such Alternative Acquisition Agreement, concurrently with the termination of this Agreement pursuant to Section 8.3(b). (Page 30)

Question: Limitations on FTR Exercise-Answer
Subquestion: Any breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer