theatticusproject/maud huggingface dataset:
Section 6.03          No Solicitation by the Company. 
<omitted> 
(f)          <omitted> in response to a bona fide Company Acquisition Proposal that has not resulted from a violation of this Section 6.03 <omitted> subject to compliance with this Section 6.03(f), <omitted>  (ii) terminate this Agreement in accordance with Section 9.01(d) 
<omitted> 
Section 9.01          Termination.  This Agreement may be terminated  <omitted> : 
<omitted> 
(d)          by the Company: 
<omitted> 
(iii)          <omitted> in order to enter into a definitive agreement providing for a Company Superior Proposal <omitted> provided that the Company (i) shall have complied with all of the terms and conditions set forth in Section 6.03 (No Solicitation), (Page 106)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop
6.1    No Solicitation. <omitted> 8.1    Termination. This Agreement may be terminated and the Merger may be abandoned (with respect to Sections 8.1(b) through 8.1(h), by written notice by the terminating party to the other party), whether before or, subject to the terms hereof, after stockholder approval hereof: <omitted>

(f)    by the Company, at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal; (ii) the Company Board has determined in good faith (after consultation with outside counsel) that the failure proceed pursuant to this Section 8.1(f) would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; (iii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to Section 6.1 with respect to such Superior Proposal; (iv) the Company has notified the Parent in writing that it intends to enter into a definitive agreement relating to such Superior Proposal, specifying the material terms and conditions of such Superior Proposal (a “Superior Proposal Notice”) (it being understood that the Superior Proposal Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement); (v) if requested by the Parent, the Company shall have made its Representatives available to negotiate with the Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to the Parent of such Superior Proposal Notice; provided, however, that in the event of any material revisions to such Superior Proposal, the Company will be required to notify Parent of such revisions and the applicable three (3) Business Day period described above shall be extended until two (2) Business Days after the time Parent receives notification from the Company of such revisions; (vi) if the Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside counsel), after considering the terms of such offer by the Parent, that the Superior Proposal giving rise to such Superior Proposal Notice continues to be a Superior Proposal and it would still be reasonably likely to be inconsistent with its fiduciary obligations of the Company Board under applicable law not to accept such Superior Proposal; and (vii) concurrently with the termination of this Agreement, the Company pays the Parent the Termination Fee contemplated by Section 8.3(b)(ii) and enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal; (Page 50)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop resulting in a Superior Offer
6.1    No Solicitation. <omitted> 8.1    Termination. This Agreement may be terminated <omitted>

(f)    by the Company, <omitted> in the event that: (i) the Company shall have received a Superior Proposal; <omitted> (iii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to Section 6.1 with respect to such Superior Proposal; (Page 50)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop resulting in a Superior Offer
Section 6.3 No Solicitation. <omitted> Section 7.1 Company Board Recommendation. <omitted> (b) <omitted> (i) if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal was made after the date of this Agreement and did not arise out of a material breach of Section 6.3(a)) <omitted> the Company may terminate this Agreement to enter into a Specified Agreement with respect to such Superior Offer <omitted> Section 9.1 Termination. This Agreement may be terminated <omitted> (d) by the Company, at any time prior to the Offer Acceptance Time: (i) if, (A) the Company Board has determined that an Acquisition Proposal constitutes a Superior Offer, (B) the Company has complied with its obligations set forth in Section 7.1(b)(i), (C) the Company, substantially concurrently with such termination, pays to Parent the Termination Fee and (D) substantially concurrently with such termination, the Company enters into a definitive Specified Agreement in respect of such Superior Offer; (Page 54)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop resulting in a Superior Offer
Section 6.3 No Solicitation. <omitted> Section 7.1 Company Board Recommendation. <omitted> (b) <omitted> (i) if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal was made after the date of this Agreement and did not arise out of a material breach of Section 6.3(a)) <omitted> the Company may terminate this Agreement to enter into a Specified Agreement with respect to such Superior Offer <omitted> Section 9.1 Termination. This Agreement may be terminated <omitted> (d) by the Company <omitted> if, (A) the Company Board has determined that an Acquisition Proposal constitutes a Superior Offer, (B) the Company has complied with its obligations set forth in Section 7.1(b)(i) <omitted> (D) substantially concurrently with such termination, the Company enters into a definitive Specified Agreement in respect of such Superior Offer; (Page 54)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop resulting in a Superior Offer
Section 4.4 No Solicitation of Transactions. <omitted> (c)                <omitted> in response to a written Acquisition Proposal that did not result from a breach of the terms of this Section 4.4 (a “Qualifying Acquisition Proposal”)    <omitted>  (f)                 the Company Board may <omitted> (y) validly terminate this Agreement pursuant to Section 6.1(e), if (i) the Company receives a Qualifying Acquisition Proposal that the Company Board determines  <omitted> is a Superior Proposal and (ii) the Company Board determines  <omitted> that its failure to <omitted> terminate this Agreement pursuant to Section 6.1(e) would be inconsistent with its fiduciary duties <omitted> ; provided that the Company Board may not <omitted> terminate this Agreement pursuant to the foregoing clause (y) unless:  <omitted> 
  (i)                 the Company has complied in all material respects with this Section 4.4 with respect to such Qualifying Acquisition Proposal; (Pages 22-23)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Breach of no-shop resulting in a Superior Offer
SECTION 8.01. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the Company Requisite Vote is obtained: <omitted> (c) by the Company: (i) prior to the time the Company Requisite Vote is obtained and subject to the Company being in compliance with Section 5.02, in order to accept a Superior Proposal and enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; (Page 56)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop
SECTION 8.01. Termination. This Agreement may be terminated <omitted> (c) by the Company: (i) prior to the time the Company Requisite Vote is obtained and subject to the Company being in compliance with Section 5.02, in order to accept a Superior Proposal and enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; (Page 56)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop
(ii)   subject to compliance with Section 6.04(c) and Section 6.04(d), the Board of Directors may, (A) in response to an unsolicited bona fide offer, inquiry, proposal or indication of interest with respect to a written Acquisition Proposal not resulting, in whole or in part, from a breach of this Section 6.04, that the Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to and in accordance with Section 10.01(d)(i) in order to enter into a definitive agreement for a Superior Proposal <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:   (i)   the Board of Directors authorizes the Company to enter into a written agreement concerning a Superior Proposal in compliance with the terms and conditions set forth herein; provided that immediately before and as a condition to such termination, the Company pays the Termination Fee payable pursuant to Section 11.04; (Page 32)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop
(ii)   subject to compliance with Section 6.04(c) and Section 6.04(d), the Board of Directors may, (A) in response to an unsolicited bona fide offer, inquiry, proposal or indication of interest with respect to a written Acquisition Proposal not resulting, in whole or in part, from a breach of this Section6.04, that the Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to and in accordance with Section 10.01(d)(i) in order to enter into a definitive agreement for a Superior Proposal <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:   (i)   the Board of Directors authorizes the Company to enter into a written agreement concerning a Superior Proposal in compliance with the terms and conditions set forth herein; provided that immediately before and as a condition to such termination, the Company pays the Termination Fee payable pursuant to Section 11.04; (Page 32)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop
Section 6.03. Go-Shop; No Solicitation. <omitted> (c)                Except as permitted by Section 6.03, during the period commencing on (x) with respect to any Excluded Party, the Cut Off Date, or (y) with respect to any Person or “group” who is not an Excluded Party, the No-Shop Period Start Date and, in either case, continuing until the earlier of (x) the termination of this Agreement or (y) the Effective Time, (i) neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or knowingly permit any of their respective Representatives to, directly or indirectly, (A) solicit, initiate, propose or knowingly facilitate, induce or encourage the submission of any Acquisition Proposal or any inquiries that could reasonably be expected to result in an Acquisition Proposal (including by way of furnishing non-public information), (B) enter into or participate in any discussions or negotiations with, or furnish any non-public information relating to the Company or any of its Subsidiaries to, any Third Party for the purpose of knowingly facilitating, inducing or encouraging an Acquisition Proposal (it being understood that notifying such Person of the existence of this Section 6.03(c) shall not be a breach of this Section 6.03(c)) or (C) except for an Acceptable Confidentiality


Agreement, enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal <omitted> “Superior Proposal” means a bona fide written Acquisition Proposal for at least a majority of the outstanding Shares or at least a majority of the consolidated assets of the Company and its Subsidiaries that was not solicited in material breach by the Company of the first sentence of Section 6.03(b) or the first sentence of Section 6.03(c) and that the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, and taking into account all relevant terms and conditions of such Acquisition Proposal, is more favorable to the Company’s stockholders from a financial point of view than the Merger (taking into account any irrevocable written proposal by Parent to amend the terms of this Agreement pursuant to Section 6.03(h)). <omitted> Section 10.01. Termination. This Agreement may be terminated and the Transactions may be abandoned at any time only as follows: <omitted> (d) by the Company, if: (i) at any time prior to the Acceptance Time, the Company Board authorizes the Company to enter into a definitive agreement concerning a  Superior  Proposal  pursuant  to Section 6.03(h) and the Company contemporaneously enters into such definitive agreement concerning such Superior Proposal; provided, that the Company pays the Company Termination Fee payable pursuant to Section 11.05(a)(ii);  (Page 31)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop resulting in a Superior Offer
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
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop resulting in a Superior Offer
Section 5.2 No Solicitation by the Company. 
 <omitted>

Section 8.1 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger may be abandoned: <omitted> (c) by the Company prior to the receipt of the Stockholder Approval, in order to concurrently enter into a Company Acquisition Agreement with respect to a Company Superior Proposal; provided that the Company is not in breach of Section 5.2, including its obligations in Section 5.2(c) and Section 5.2(d) (other than any breach that is immaterial in scope and effect), and shall have paid or shall concurrently pay the fees due under Section 8.2(b);  (Page 67)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop
7.3 Acquisition Proposals; Change of Recommendation. <omitted> (d) No Change of Recommendation. <omitted>  

(ii) Notwithstanding anything to the contrary set forth in this Section 7.3, prior to the time the Requisite Company Vote is obtained, the Company Board may (A) effect a Change of Recommendation if (x)(1) a written Acquisition Proposal that the Company Board determines in good faith (after consultation with outside legal counsel) is bona fide and that did not arise from or in connection with a breach of the obligations set forth in this Section 7.3 is received by the Company after the date of this Agreement and is not withdrawn prior to the Change of Recommendation, and the Company Board determines in good faith, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, that such Acquisition Proposal constitutes a Superior Proposal or (2) an Intervening Event has occurred, and (y) the Company Board determines in good faith, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, that failure to effect a Change of Recommendation would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law or (B) take action to terminate this Agreement pursuant to, and in accordance with, Section 9.3(b) to enter into an Alternative Acquisition Agreement with respect to a written Acquisition Proposal that the Company Board determines in good faith (after consultation with outside legal counsel) is bona fide and that did not arise from or in connection with a breach of the obligations set forth in this Section 7.3 and that the Company Board determines in good faith, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, that (1) such Acquisition Proposal constitutes a Superior Proposal and (2) failure to effect a Change of Recommendation would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable Law; (Page 72)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Breach of no-shop resulting in a Superior Offer
Section 8.01 Termination. This Agreement may be terminated and the Merger (and the other transactions contemplated hereby) may be abandoned at any time prior to the Effective Time (notwithstanding if the Company Required Vote has been obtained): <omitted> (d) by the Company, prior to the receipt of the Company Required Vote in accordance with Section 6.06(c) in order to substantially concurrently with such termination enter into a binding definitive written agreement to effect a Superior Proposal that did not arise as a result of a material breach of Section 6.06 so long as the Company pays, or causes to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with, and as a condition to the effectiveness of, such termination;  (Page 57)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material 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
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop
Section 5.3 No Solicitation. <omitted> 
(d) <omitted> Notwithstanding anything in this Agreement to the contrary, at any time prior to receipt of the Company Stockholder Approval, in response to an Alternative Proposal provided that the Company is not in material breach of any of the terms of this Agreement, if the Board of Directors of the Company determines in good faith, after consultation with its financial advisors and outside legal counsel, that(1) such Alternative Proposal constitutes a Superior Proposal and (2) the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then (x) the Board of Directors of the Company may effect a Change of Recommendation and/or authorize or cause the Company to take the actions in the following clause (y), and/or (y) the Company may, notwithstanding anything in this Agreement to the contrary, terminate this Agreement and concurrently with such termination enter into a Company Acquisition Agreement with respect to such Superior Proposal,  <omitted> 
Section 7.1 Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company: <omitted> (g)            by the Company, prior to the Company Stockholder Approval, if concurrently with such termination the Company enters into a Company Acquisition Agreement with respect to a Superior Proposal in accordance with Section 5.3(d) and pays the Company Termination Fee pursuant to Section 7.2(a);  (Page 66)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: (Material) breach of other provisions of agreement
7.1 Termination. This Agreement may be terminated <omitted> (h) by the Company at any time prior to the Acceptance Time if the Company Board authorizes the Company to enter into a definitive Company Acquisition Agreement providing for a Superior Proposal and to, concurrently with such termination, enter into such Company Acquisition Agreement if the Company and the Company Board shall have complied in all material respects with the notice, negotiation and other requirements set forth in Section 5.4(e) and the Company, substantially concurrently with and as a condition to such termination, pays to Parent the Company Termination Fee.  (Page 55)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: (Material) breach of other provisions of agreement