theatticusproject/maud huggingface dataset:
Section 5.3    Acquisition Proposals. <omitted> (e)    Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, at any time prior to the time the Company Stockholder Approval is obtained, (x) the Company Board may make a Change of Recommendation (1) if the Company receives a bona fide unsolicited Acquisition Proposal following the Agreement Date that did not result from a violation of Section 5.3(a) and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (2) other than in connection with an Acquisition Proposal, in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was not known by the Company Board prior to the Agreement Date, in either case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (y) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1), the Company may also terminate this Agreement pursuant to Section 7.1 to enter into an Alternative Acquisition Agreement with respect to the applicable Superior Proposal; provided, however, that neither the Company Board or the Company shall take any of the foregoing actions unless:  (Page 35)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Breach of no-shop resulting in a Superior Offer
7.1. Termination. At any time prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by action taken or  authorized by the board of directors of the terminating party or parties, which action (x) in the case of termination pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c), Section 7.1(e) or Section 7.1(f), maybe taken or authorized before or after the Company Stockholder Approval has been  obtained, (y) in the case of termination pursuant to Section 7.1(g) or Section 7.1(h), may be taken or authorized only before the Company Stockholder  Approval has been obtained and (z) in the case of termination pursuant to Section 7.1(d), may be taken or authorized only after the Company  Stockholder Meeting has been held at which a vote was taken on the Company Stockholder Approval: <omitted> 
(h) by the Company, if the Company Board has determined to enter into a definitive agreement to accept a Superior Proposal; provided that the Company may terminate this Agreement pursuant to this Section 7.1(h) only if the Company: (i) has complied in all material respects with Section 5.3(d) with respect to such Superior Proposal, (ii) concurrently enters into a definitive agreement pursuant to which such Superior Proposal is to be effected and (iii) has paid, or concurrently pays, to Parent all amounts due pursuant to Section 7.3(b) in accordance with the terms specified therein. (Page 77)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop resulting in a Superior Offer
8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of thematters presented in connection with the Merger by the shareholders of the Company or Parent (except as otherwise set forth below): <omitted> (d) Company Superior Proposal—by the Company, prior to such time as the Company Shareholder Approval is obtained, in order to enter into a definitive agreement providing for a Company Superior Proposal; provided that (i) the Company is not in material breach of any of the terms of this Agreement, and (ii) the Company Termination Fee is paid to Parent in advance of or concurrently with such termination in accordance with Section 8.3(b); (Page 76)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: (Material) breach of other provisions of agreement
Section 5.9    Acquisition Proposals. 
<omitted> 
(b) 
<omitted> 
provided that, in the event the Company receives an unsolicited bona fide Acquisition Proposal, from a Person other than Nicolet, after the execution of this Agreement and prior to the receipt of the Company Shareholder Approval, and the Company Board concludes in good faith, after consultation with its financial advisor and outside counsel, that such Acquisition Proposal constitutes a Superior Proposal or could reasonably be likely to result in a Superior Proposal and, after considering the advice of outside counsel, that failure to take such actions could be reasonably likely to result in a violation of the directors’ fiduciary duties under applicable law, the Company may: 
<omitted> 
(iii) terminate this Agreement in order to concurrently enter into an agreement with respect to such Acquisition Proposal; 
<omitted> 
Section 10.1    Termination of Agreement . This Agreement may be terminated only as set forth below, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or Nicolet: 
<omitted> 
(h)    by the Company, prior to receipt of the Company Shareholder Approval pursuant to Section 5.9 provided that the Company is not in material breach of any of the terms of this Agreement; (Page 55)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: (Material) breach of other provisions of agreement
7.1 Shareholder Approvals. <omitted>  provided, however, that prior to receipt of the Requisite SB Shareholder Approval, this Section 7.3 shall not prohibit a SB Entity from furnishing nonpublic information regarding any SB Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no SB Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than an unintentional violation that did not, directly or indirectly, result in the
submission of such Acquisition Proposal), (B) SB’s board of directors shall have determined in good faith, after consultation with the SB Financial Advisor (or such other financial advisor as SB may use) and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) SB’s board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to SB and its shareholders <omitted> 

9.1 Termination. Notwithstanding any other provision of this Agreement, and notwithstanding the approval of this Agreement by the shareholders of SB, this Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time: <omitted> (f) By SB, prior to the Requisite SB Shareholder Approval (and provided that SB has complied in all material respects with Section 7.1 (including the provisions of Section 7.1(b) regarding the requirements for making an Adverse Recommendation Change)) and Section 7.3, in order to enter into a Superior Proposal. (Page 26)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop, (Material) breach of other provisions of agreement
4.3. No Solicitation. <omitted> 
7.1.Termination. This Agreement may be terminated, and the Merger and the other Transactions 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> 
(h) by the Company, at any time prior to the receipt of the Company Required Vote, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”) if (i) the Company has complied with the requirements of the terms of this Agreement (other than any non-compliance that was both immaterial and unintentional); (ii) the Company Board (or any committee thereof), as permitted by Section 5.1(b), has authorized the Company to enter into a Specified Agreement to consummate the Superior Offer, (iii) prior to or substantially concurrently with the termination of this Agreement the Company pays the Company Termination Fee due to Parent in accordance with Section 7.3(b) and (iv) substantially concurrently with such termination, the Company enters into a Specified Agreement to consummate such Superior Offer; or (Page 64)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: (Material) breach of other provisions of agreement
Section 6.02 No Solicitation by the Company. (a) From the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement, except as otherwise set forth in this Section 6.02, the Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ respective directors and officers to not, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other respective Representatives to not, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information) any inquiries regarding, or the making or submission of any Company Acquisition Proposal, <omitted> Section 10.01 Termination.  This  Agreement  may  be  terminated  and  the  Mergers  and  the  other transactions  contemplated  hereby may  be abandoned at any time prior to the First Effective Time (notwithstanding receipt of the Company Stockholder Approval or the Parent Shareholder Approval): <omitted> (d)by the Company: <omitted> (iii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement providing for a Company Superior Proposal promptly following such termination in accordance with, and subject to the terms and conditions of, Section 6.02. (Page 102)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop
Section 6.02 No Solicitation by the Company. (a) <omitted> the Company shall not, <omitted> (i) solicit <omitted> any Company Acquisition Proposal, <omitted> Section 10.01 Termination.  This  Agreement  may  be  terminated  <omitted> (d) by the Company: <omitted> (iii) <omitted> in order to enter into a definitive agreement providing for a Company Superior Proposal promptly following such termination in accordance with, and subject to the terms and conditions of, Section 6.02. (Page 102)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop
6.3           No Solicitation by the Company.   <omitted> 
  (b)           <omitted> the Company will not <omitted>  initiate, solicit or knowingly encourage the making of a Company Competing Proposal  <omitted>  (d) <omitted> the Company <omitted>  may:  <omitted>
  (iii)  <omitted> in response to a <omitted> Company Competing Proposal from a third party that was not solicited at any time following the execution of this Agreement and did not arise from a material breach of the obligations set forth in this Section 6.3 <omitted> cause the Company to <omitted> terminate this Agreement  <omitted>  8.1     Termination. This Agreement may be terminated   <omitted>  (d)   by the Company: (i)    <omitted> if the Company has complied in all material respects with Section 6.3(b) and Section 6.3(d)(iii) in respect of such Company Superior Proposal, the Company Board <omitted> determines to terminate this Agreement <omitted> in connection with a Company Superior Proposal (Page 33)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop resulting in a Superior Offer
6.3 Stockholders’ Approvals.
 <omitted>
 
 (b) <omitted> the Board of Directors of CIT may cause CIT to terminate this Agreement pursuant to Section 8.1(f) <omitted> if, but only if, (1) <omitted> CIT <omitted> have complied in all material respects with Section 6.12
 <omitted>
 
 6.12 Acquisition Proposals. (Page 58)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop
Section 5.3    Acquisition Proposals. <omitted> (e)    Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, at any time prior to the time the Company Stockholder Approval is obtained, (x) the Company Board may make a Change of Recommendation (1) if the Company receives a bona fide unsolicited Acquisition Proposal following the Agreement Date that did not result from a violation of Section 5.3(a) and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (2) other than in connection with an Acquisition Proposal, in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was not known by the Company Board prior to the Agreement Date, in either case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (y) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1), the Company may also terminate this Agreement pursuant to Section 7.1 to enter into an Alternative Acquisition Agreement with respect to the applicable Superior Proposal; provided, however, that neither the Company Board or the Company shall take any of the foregoing actions unless: (Page 35)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.3    Acquisition Proposals. <omitted> (e)    Change of Recommendation / Superior Proposal Termination. <omitted> (1) if the Company receives a bona fide unsolicited Acquisition Proposal following the Agreement Date that did not result from a violation of Section 5.3(a) and the Company Board determines <omitted> that such Acquisition Proposal constitutes a Superior Proposal <omitted> the Company may also terminate this Agreement pursuant to Section 7.1 to enter into an Alternative Acquisition Agreement with respect to the applicable Superior Proposal; (Page 35)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
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
Category: Deal Protection and Related Provisions
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
Category: Deal Protection and Related Provisions
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
Category: Deal Protection and Related Provisions
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
Category: Deal Protection and Related Provisions
Answer: Any 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
Category: Deal Protection and Related Provisions
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
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop resulting in a Superior Offer
SECTION 7.1     Non-Solicitation; Acquisition Proposals. <omitted> (c)     Notwithstanding anything in this Section 7.1 to the contrary, if, at any time prior to the Offer Acceptance Time, the Company’s Board of Directors determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, in response to an Acquisition Proposal that did not result  from  a  breach of  this Section 7.1, <omitted> SECTION 9.1     Termination. This Agreement may be terminated <omitted> (d)     by written notice from the Company: <omitted>  (iv)     prior to the Offer Acceptance Time, in order to enter into a definitive agreement with respect to a Superior Proposal, subject to the terms and conditions of Section 7.1(c); (Page 76)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Breach of no-shop resulting in a Superior Offer
SECTION 7.1     Non-Solicitation; Acquisition Proposals. <omitted> (c)     <omitted>  in response to an Acquisition Proposal that did not result  from  a  breach of  this Section 7.1, <omitted> SECTION 9.1     Termination. This Agreement may be terminated <omitted> (d)     by written notice from the Company: <omitted>  (iv)     prior to the Offer Acceptance Time, in order to enter into a definitive agreement with respect to a Superior Proposal, subject to the terms and conditions of Section 7.1(c); (Page 76)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Breach of no-shop resulting in a Superior Offer