Sansaboo/maud huggingface dataset:
SECTION 5.3 No Solicitation by the Company; Company Recommendation.
<omitted>

(d) <omitted> provided, however, that the Company Board and the Company Special Committee shall not, and shall cause the Company not to, make a Company Adverse Recommendation Change in connection with a Company Superior Proposal unless (I) the Company has given Parent at least four (4) Business Days’ prior written notice of its intention to take such action <omitted> (II) the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate, to enable Parent to propose in writing a binding offer to effect revisions to the terms of this Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal, (III) following the end of such notice period, the Company Board or the Company Special Committee shall have considered in good faith any such binding offer from Parent, and shall have determined that the Company Superior Proposal would continue to constitute a Company Superior Proposal if the revisions proposed in such binding offer were to be given effect and (IV) in the event of any material change to the material terms of such Company Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (I) above and the notice period shall have recommenced, except that the notice period shall be at least two (2) Business Days (rather than the four (4) Business Days otherwise contemplated by clause (I) above); <omitted>
SECTION 8.1 Termination. This Agreement may be terminated  <omitted>
(c) by the Company: <omitted>
(iii) prior to obtaining the Company Stockholder Approval, in order to effect a Company Adverse Recommendation Change and concurrently enter into a definitive agreement providing for a Company Superior Proposal; provided that the Company has complied in all material respects with the terms of Section 5.3(d). (Page 64)

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

(d) <omitted> provided, however, that the Company Board and the Company Special Committee shall not, and shall cause the Company not to, make a Company Adverse Recommendation Change in connection with a Company Superior Proposal unless (I) the Company has given Parent at least four (4) Business Days’ prior written notice of its intention to take such action <omitted> (II) the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate, to enable Parent to propose in writing a binding offer to effect revisions to the terms of this Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal, (III) following the end of such notice period, the Company Board or the Company Special Committee shall have considered in good faith any such binding offer from Parent, and shall have determined that the Company Superior Proposal would continue to constitute a Company Superior Proposal if the revisions proposed in such binding offer were to be given effect and (IV) in the event of any material change to the material terms of such Company Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (I) above and the notice period shall have recommenced, except that the notice period shall be at least two (2) Business Days (rather than the four (4) Business Days otherwise contemplated by clause (I) above); <omitted>
SECTION 8.1 Termination. This Agreement may be terminated  <omitted>
(c) by the Company: <omitted>
(iii) <omitted> provided that the Company has complied in all material respects with the terms of Section 5.3(d). (Page 64)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: (Material) breach of other provisions of agreement
Section 5.03 No Solicitation. <omitted>

Section 5.04 Company Recommendation. <omitted>

(b) Superior Proposal. Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the receipt of the Company Shareholder Approval, the Company Board (or any duly authorized committee thereof) may, in response to the receipt of a bona fide, written Competing Proposal received after the date hereof that did not result from a breach of ​Section 5.03(a) and is not withdrawn, make a Change of Company Recommendation (and, if so desired by the Company Board (or any duly authorized committee thereof) terminate this Agreement in accordance with Section 7.01(d) in order to cause the Company to enter into a binding and definitive written Alternative Acquisition Agreement with respect to a Competing Proposal), only if:

<omitted>

Section 7.01 Termination. This Agreement may be terminated, in the case of clauses (a), ​(b), (e), or ​(f) below, at any time prior to the Effective Time, whether before or after the Company Shareholder Approval or, in the case of clauses (c) or ​(d) below, at any time prior to receipt of the Company Shareholder Approval, as follows: <omitted>

(d) by the Company, at any time prior to the receipt of the Company Shareholder Approval, if (i) the Company has received a Superior Proposal and (ii) the Company Board (or a duly authorized committee thereof) has authorized the Company to enter into a binding and definitive written Alternative Acquisition Agreement concurrently with such termination in order to accept such Superior Proposal; provided, however, that (x) the Company has complied with its covenants under ​Section 5.04 with respect to such Superior Proposal and (y) the Company has paid or concurrently pays the Company Termination Fee to Parent or its designee in accordance with ​Section 7.02(b)(iii). (Page 19)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.03 No Solicitation. <omitted>

Section 5.04 Company Recommendation. <omitted>

(b) Superior Proposal. <omitted> the Company Board (or any duly authorized committee thereof) may, in response to the receipt of a <omitted> Competing Proposal <omitted> that did not result from a breach of ​Section 5.03(a) <omitted> terminate this Agreement in accordance with Section 7.01(d) in order to cause the Company to enter into a binding and definitive written Alternative Acquisition Agreement with respect to a Competing Proposal)

<omitted>

Section 7.01 Termination. This Agreement may be terminated <omitted>

(d) by the Company, <omitted> provided, however, that (x) the Company has complied with its covenants under ​Section 5.04 with respect to such Superior Proposal (Page 19)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.2 Company Acquisition Proposals. <omitted>
(b) Except as provided in Section 5.2(c), the Company and its Subsidiaries shall not, and the Company shall cause the directors and officers of the Company not to and shall direct their respective other Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or knowingly induce  or  facilitate  the making,  submission  or  announcement  of  any  inquiries  or  the  making  of  any  proposal  or  offer  constituting  or  related  to  a  CompanyAcquisition Proposal, 

<omitted>

Section 7.1        Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted> 
(d) by the Company:
<omitted>

(ii)             prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement to effect a Company Superior Proposal, if the Company has complied with Section 5.2 (including Section 5.2(f)) in all material respects and enters into such definitive agreement concurrently with such termination and pays the Termination Fee in accordance with the procedures and within the time periods set forth in Section 7.3(a). (Page 66)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Material breach of no-shop
Section 5.2 Company Acquisition Proposals. <omitted>
(b) <omitted> the Company and its Subsidiaries shall not, and the Company shall cause the directors and officers of the Company not to and shall direct their respective other Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or knowingly induce  or  facilitate  the making,  submission  or  announcement  of  any  inquiries  or  the  making  of  any  proposal  or  offer  constituting  or  related  to  a  CompanyAcquisition Proposal

<omitted>

Section 7.1        Termination. This Agreement may be terminated <omitted> : <omitted> 
(d) by the Company:
<omitted>

(ii) <omitted> in order to enter into a definitive agreement to effect a Company Superior Proposal, if the Company has complied with Section 5.2 (including Section 5.2(f)) in all material respects (Page 66)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Material breach of no-shop
6.3          No Solicitation by NIC. <omitted> 8 . 1          Termination.  Subject to the provisions of this ARTICLE VIII, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time as follows: <omitted> (h)          by NIC in order to effect a Change of Recommendation (of the type contemplated by Section 6.3(a)(iv) or Section 6.3(a)(v)) and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) NIC has complied in all material respects with the terms of Section 6.3(a)(i) and (ii), and (ii) substantially concurrently with or prior to (and as a condition to) the termination of this Agreement, NIC pays to Tyler the Termination Fee. (Page 50)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Material breach of no-shop
6.3          No Solicitation by NIC. <omitted> 8 . 1          Termination.  <omitted> this Agreement may be terminated <omitted> as follows: <omitted> (h)          by NIC in order to effect a Change of Recommendation <omitted> and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) NIC has complied in all material respects with the terms of Section 6.3(a)(i) and (ii) (Page 50)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Material breach of no-shop
Section 5.2. Go-Shop; Acquisition Proposals. 
<omitted> 
(c) 
<omitted> 
Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the time the Stockholder Approval is obtained, the Company Board may (x) effect a Change of Recommendation contemplated by clauses (1) or (2) of the definition thereof if, upon the occurrence of an Intervening Event, the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be reasonably likely to be inconsistent with its fiduciary obligations under applicable Law or (y) if the Company receives, directly or indirectly through one or more of its Representatives, a written, bona fide Acquisition Proposal that the Company Board concludes in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal and such Acquisition Proposal did not result from a breach of this Section 5.2, effect a Change of Recommendation and/or terminate this Agreement pursuant to Section 7.3(a) in order to enter into an Alternative Acquisition Agreement providing for such Superior Proposal, and, in the case of either clause (x) or (y): 
<omitted> 
Section 7.3. Termination by the Company. This Agreement may be terminated and the Merger may be abandoned by the Company: (a) at any time prior to the time the Stockholder Approval is obtained, in order to concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with, and subject to compliance with the terms and conditions of, Section 5.2(c); provided, that prior to or concurrently with, and as a condition to, such termination, the Company pays to Parent the Company Termination Fee due under Section 7.5(b); (Page 70)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.2. Go-Shop; Acquisition Proposals. 
<omitted> (c) <omitted> the Company Board may <omitted> (y) if the Company receives, directly or indirectly through one or more of its Representatives, a   <omitted> Acquisition Proposal that the Company Board concludes in good faith <omitted> constitutes a Superior Proposal and such Acquisition Proposal did not result from a breach of this Section 5.2, <omitted> terminate this Agreement pursuant to Section 7.3(a) in order to enter into an Alternative Acquisition Agreement providing for such Superior Proposal,  
<omitted> 
Section 7.3. Termination by the Company. This Agreement may be terminated <omitted> : (a) <omitted> in order to concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with, and subject to compliance with the terms and conditions of, Section 5.2(c); (Page 70)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.2 No Solicitation; Recommendations. <omitted> (ii) “Superior Proposal” means, with respect to Parent or the Company, any bona fide written Acquisition Proposal that is not solicited after the date of this Agreement in violation of Section 5.2(a) that the Parent Board or the Company Board (as applicable) determines in good faith (after consultation with outside counsel and its financial advisor), taking into account all legal, financial, regulatory and other aspects of the proposal, including the terms of any financing or financing contingencies and the likely timing of closing, and the Person making the proposal, (A) is more favorable to the stockholders of such Party from a financial point of view than the Transactions (including any adjustment to the terms and conditions proposed by the other Party in response to such proposal) and (B) would reasonably be expected to be completed on the terms proposed; provided, that, for purposes of this definition of “Superior Proposal,” references in the term “Acquisition Proposal” to “20% or more” shall be deemed to be references to “50% or more” <omitted> Section 7.1 Termination. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after the Parent Stockholder Approval or the Company Stockholder Approval has been obtained (with any termination byParent or the Company also being an effective termination by the other Parent Parties or the other Company Parties, respectively): <omitted> (e) by the Company, prior to, but not after, the time the Company Stockholder Approval is obtained, in order to enter into a definitive agreement with respect to a Superior Proposal; provided, however, that the Company shall have contemporaneously with such termination tendered payment to Parent of the Company Termination Fee pursuant to Section 7.3. (Page 102)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.2 No Solicitation; Recommendations. <omitted> (ii) “Superior Proposal” means, <omitted> any bona fide written Acquisition Proposal that is not solicited after the date of this Agreement in violation of Section 5.2(a)  <omitted> Section 7.1 Termination. This Agreement may be terminated <omitted> (e) by the Company, prior to, but not after, the time the Company Stockholder Approval is obtained, in order to enter into a definitive agreement with respect to a Superior Proposal; (Page 102)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 6.1 Company No Solicitation.
 <omitted>
 
 (d) <omitted> in response to an Acquisition Proposal from a third party that did not otherwise result from a breach of Section 6.1(a), that such proposal constitutes a Superior Proposal, and such Acquisition Proposal is not withdrawn, the Company or the Company Board of Directors may <omitted> (B) terminate this Agreement pursuant to Section 8.1(d)(ii) 
 <omitted>
 
 SECTION 8.1 Termination. This Agreement may be terminated 
 <omitted>
 
 (d) by written notice from the Company if:
 <omitted>
 
 (ii) <omitted> in accordance with, and subject to, and in compliance with, all of the terms and conditions of, Section 6.1(d) (Page 78)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
SECTION 5.02. No Solicitation; Adverse Recommendation Change. <omitted> (f) Notwithstanding anything to the contrary set forth in this Agreement, prior to obtaining the Company Stockholder Approval, the Company Board may (i) make an Adverse Recommendation Change if (A) the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisor) that, as a result of an Intervening Event, failure to take such action would be inconsistent with the 47 Company’s directors’ fiduciary duties under applicable Law or (B) the Company receives a Company Takeover Proposal after the date of this Agreement that did not result from a breach of this Section 5.02 and for which the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisor) that such Company Takeover Proposal constitutes a Superior Proposal and that the failure to take such action would be inconsistent with the Company’s directors’ fiduciary duties under applicable Law and (ii) solely in the case of clause (i)(B), enter into a definitive written agreement providing for the consummation of a Superior Proposal and concurrently terminate this Agreement pursuant to Section 8.01(f) (Pages 55-56)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
SECTION 5.02. No Solicitation; Adverse Recommendation Change. <omitted> (f) <omitted> the Company Board may <omitted> if <omitted> the Company receives a Company Takeover Proposal <omitted> that did not result from a breach of this Section 5.02 and <omitted> which the Company Board determines <omitted> constitutes a Superior Proposal <omitted> enter into a definitive written agreement providing for the consummation of a Superior Proposal and concurrently terminate this Agreement pursuant to Section 8.01(f) (Pages 55-56)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
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 no-shop
Answer: Breach of no-shop resulting in a Superior Offer
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: Material breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer
5.4 No Solicitation. <omitted> (ii) if the Company has received a <omitted> Acquisition Proposal <omitted> that the Company Board (or a committee thereof) has concluded in <omitted> is a Superior Proposal, then the Company Board may <omitted> (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: <omitted>

(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: Material breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer