Sansaboo/maud huggingface dataset:
Section 5.4 No Company Solicitation.
 <omitted>
 
 (e) Notwithstanding anything in this Section 5.4 to the contrary, at any time before the Company Stockholder Approval is obtained, 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: Breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
Section 7.3 No Solicitation by the Company. (a) From and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, and except as otherwise specifically provided for in this Section 7.3, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit and use reasonable best efforts to cause any of its officers, directors, employees or Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or 63
knowingly facilitate any inquiry, proposal or offer which constitutes, or would reasonably be expected to lead to, a Company AcquisitionProposal
(b) Notwithstanding the limitations set forth in Section 7.3(a)or anything to the contrary contained in this Agreement, if, prior to the time the Company Shareholder Approval is obtained, the Company receives an unsolicited Company Acquisition Proposal not resulting, in whole or in part, from a breach of this Section 7.3, that the Company Board reasonably determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, (i) is or could reasonably be expected to lead to a Superior Company Proposal and (ii) failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties;

Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below): <omitted>
(d) by the Company: <omitted> (ii) if at any time prior to the receipt of the Company Shareholder Approval (A) the Company Board authorizes the Company to enter into an Alternative Company Acquisition Agreement with respect to a Superior Company Proposal to the extent permitted by, and subject to the terms and conditions of, Section 7.3, (B) substantially concurrent with the termination of this Agreement, the Company enters into an Alternative Company Acquisition Agreement providing for a Superior Company Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds the Company Termination Fee required to be paid pursuant to Section 9.3(a)(i); or (Page 84)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Breach of no-shop resulting in a Superior Offer
Section 7.3 No Solicitation by the Company. <omitted> (b) Notwithstanding the limitations set forth in Section 7.3(a)or anything to the contrary contained in this Agreement, if, prior to the time the Company Shareholder Approval is obtained, the Company receives an unsolicited Company Acquisition Proposal not resulting, in whole or in part, from a breach of this Section 7.3, that the Company Board reasonably determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, (i) is or could reasonably be expected to lead to a Superior Company Proposal and (ii) failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties; <omitted> Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below): <omitted>
(d) by the Company: <omitted> (ii) if at any time prior to the receipt of the Company Shareholder Approval (A) the Company Board authorizes the Company to enter into an Alternative Company Acquisition Agreement with respect to a Superior Company Proposal <omitted> subject to the terms and conditions of, Section 7.3 (Page 84)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
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. 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: Breach of no-shop resulting in a Superior Offer
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: Breach of no-shop resulting in a Superior Offer
Answer: Breach of no-shop resulting in a Superior Offer
Section 6.03. No Solicitation. <omitted>
Section 10.01. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company): <omitted>
(d)    by the Company, if: <omitted>
(ii)    at any time prior to, but not after, the Company Stockholder Approval is obtained, the Company Board has made an Adverse Recommendation Change in order to accept a Superior Proposal and the Company concurrently enters into a binding written definitive acquisition agreement providing for the consummation of a transaction for a Superior Proposal; provided that (A) the Company and the Company Board shall have complied with Section 6.03 with respect to such Superior Proposal and (B) the Company shall have paid the Termination Fee immediately before or simultaneously with, and as a condition to, such termination. (Page 76)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Breach of no-shop resulting in a Superior Offer
Section 6.03. No Solicitation. <omitted>
Section 10.01. Termination. This Agreement may be terminated <omitted>
(d)    by the Company, if: <omitted>
(ii)   <omitted> the Company Board has made an Adverse Recommendation Change in order to accept a Superior Proposal <omitted> provided that (A) the Company and the Company Board shall have complied with Section 6.03 with respect to such Superior Proposal (Page 76)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Breach of no-shop resulting in a Superior Offer
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: Breach of no-shop resulting in a Superior Offer
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: Breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
5.3. No Solicitation. 
 <omitted> 
 (d) Company Board Recommendation Change; Entry into Alternative Acquisition Agreement.
 <omitted> 
 (ii) if the Company has received a <omitted> Acquisition Proposal that did not result from a breach of this Section 5.3 and that the Company Board has concluded in good faith <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, 
 <omitted> 
 8.1. Termination. This Agreement may be validly terminated <omitted> only as follows <omitted> : 
 <omitted> 
 (h) by the Company <omitted> if <omitted> (iii) the Company has complied with Section 5.3(d)(ii) with respect to such Superior Proposal. (Page 89)

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

8.1 Termination. This Agreement may be validly terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Offer Acceptance Time only as follows (it being understood and agreed that this Agreement may not be terminated for any other reason or on any other basis):
<omitted>

(h) by the Company (on behalf of the Company Parties), at any time prior to the Offer Acceptance Time if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company Parties have complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) concurrently with such termination the Company pays the Company Termination Fee due to the Parent Entities in accordance with Section 8.3(b). (Page 90)

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

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

(h) by the Company (on behalf of the Company Parties), at any time prior to the Offer Acceptance Time if (i) the Company has received a Superior Proposal; <omitted> (iii) the Company Parties have complied in all material respects with Section 5.3 with respect to such Superior Proposal (Page 90)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Material 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: Breach of no-shop resulting in a Superior Offer
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: Breach of no-shop resulting in a Superior Offer
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: Breach of no-shop resulting in a Superior Offer
Answer: Breach of no-shop resulting in a Superior Offer
8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: <omitted>
(f) By: (i) Premier Financial if (A) the Premier Financial Board (or a duly authorized committee thereof) has authorized an Acceptance of Superior Proposal, and (B) Premier Financial has complied in all respects with Section 6.06; provided, that the right of Premier Financial to terminate this Agreement pursuant to this Section 8.01(f) is conditioned on and subject to the prior payment by Premier Financial to Peoples of the Termination Fee in accordance with Section 8.02(b). Any purported termination pursuant to this Section 8.01(f) shall be void and of no force or effect if Premier Financial shall not have paid and Peoples shall not have received the Termination Fee; (Page 67)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Any breach of no-shop
8.01 Termination. This Agreement may be terminated <omitted>
(f) By: (i) Premier Financial if (A) the Premier Financial Board <omitted> has authorized an Acceptance of Superior Proposal, and (B) Premier Financial has complied in all respects with Section 6.06; (Page 67)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Any breach of no-shop
Section 8.1    Termination or Abandonment. This Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the Merger: <omitted> (c)    by the Company: <omitted> (iii)    at any time prior to receipt of the Company Stockholder Approval if (i) the Company has received a Superior Proposal after the date of this Agreement, (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive agreement to consummate the transaction contemplated by that Superior Proposal following the procedures set forth in Section 7.3(d), (iii) the Company has complied in all material respects with the terms of Article 6 and Section 7.3(d) with respect to such Superior Proposal, and (iv) concurrently with (and as a condition to) such termination the Company pays Parent the Company Termination Fee in accordance with Section 8.3(a); (Page 58)

Question: Limitations on FTR Exercise-Answer
Subquestion: Breach of no-shop resulting in a Superior Offer
Answer: Material breach of no-shop
Section 8.1    Termination or Abandonment. This Agreement may be terminated <omitted> (c)    by the Company: <omitted>  (iii)    <omitted>  if (i) the Company has received a Superior Proposal after the date of this Agreement, <omitted> following the procedures set forth in Section 7.3(d), (iii) the Company has complied in all material respects with the terms of Article 6 and Section 7.3(d) with respect to such Superior Proposal (Page 58)

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