theatticusproject/maud huggingface dataset:
Section 5.4    No Solicitation by the Company. <omitted> Anything to the contrary set forth in this Agreement notwithstanding, prior to obtaining the Company Stockholder Approval, the Company Board may, in response to a Company Superior Proposal, (x) make a Company Change of Recommendation and/or (y) cause the Company to terminate this Agreement pursuant to Section 7.1(c)(ii); provided, that the Company Board shall not be entitled to make such a Company Change of Recommendation or cause any termination of this Agreement pursuant to Section 7.1(c)(ii) (A) unless the Company shall have given Parent at least five Business Days’ written notice (a “Company Superior Proposal Notice”) advising Parent of its intention to make such a Company Change of Recommendation or terminate this Agreement, which Company Superior Proposal Notice shall include a description of the terms and conditions of the Company Superior Proposal that is the basis for the proposed action of the Company Board, the identity of the Person making the Company Superior Proposal and a copy of any proposed definitive agreement for such Company Superior Proposal, if any, and the Company shall have negotiated in good faith with Parent (to the extent Parent wishes to negotiate) to enable Parent to make such amendments to the terms of this Agreement as would permit the Company Board not to effect a Company Change of Recommendation or terminate this Agreement in connection with such Company Superior Proposal, and (B) unless, at the end of the five-Business Day period following the delivery of such Company Superior Proposal Notice (the “Company Superior Proposal Notice Period”), after taking into account any firm commitments made by Parent in writing to amend the terms of this Agreement and any other proposals or information offered by Parent during the Company Superior Proposal Notice Period, the Company Board concludes that the Company Superior Proposal giving rise to the Company Superior Proposal Notice continues to constitute a Company Superior Proposal if such amendments were to be given effect; provided, that any material modifications to the terms of the Company Superior Proposal (including any change in the amount or form of consideration) shall commence a new notice period pursuant clause (A) of three Business Days. (Page 63)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 5 business days
Section 6.03. No Solicitation; Other Offers. 
<omitted> 
(e) Notwithstanding anything contained in this Agreement to the contrary, the Board of Directors of the Company may make an Adverse Recommendation Change 
<omitted> 
provided that the Board of Directors of the Company shall not make an Adverse Recommendation Change (or terminate this Agreement pursuant to Section 10.01(d)(i)), unless (i) the Company promptly notifies Parent, in writing at least five Business Days before taking that action, of its intention to do so, attaching (A) in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal, the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the Third Party making the Superior Proposal, or (B) in the case of an Adverse Recommendation Change to be made pursuant to an Intervening Event, a reasonably detailed description of the reasons for making such Adverse Recommendation Change, (ii) during such five Business Day period, if requested by Parent, the Company and its Representatives shall have discussed and negotiated in good faith (in each case to the extent Parent desires to negotiate) with Parent and its Representatives regarding any proposal by Parent to amend the terms of this Agreement in response to such potential Adverse Recommendation Change and (iii) the Board of Directors of the Company has determined in good faith, after consulting with its outside legal counsel and the Company’s financial advisor, that Parent has not made, within such five Business Day period, an offer that (A) in the case of any Adverse Recommendation Change to be made following receipt of a Superior Proposal, is at least as favorable to the shareholders of the Company as such Superior Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new written notification from the Company and a new three Business Day period under this Section 6.03(e)) or (B) in the case of an Adverse Recommendation Change to be made pursuant to an Intervening Event, obviates the need for such Adverse Recommendation Change. (Page 49)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 5 business days
7.7. OCSI Takeover Proposals. <omitted> (e) Other than in connection with an OCSI Takeover Proposal, nothing in this Agreement shall prohibit or restrict the OCSI Board from taking any action described in clause (A) of the definition of OCSI Adverse Recommendation Change in response to an Intervening Event (an “OCSI Intervening Event Recommendation Change”) <omitted> 

if (A) prior to effecting any such OCSI Intervening Event Recommendation Change, OCSI promptly notifies OCSL, in writing, at least five (5) Business Days (the “OCSI Intervening Event Notice Period”) before taking such action of its intent to consider such action (which notice shall not, by itself, constitute an OCSI Adverse Recommendation Change or an OCSI Intervening Event Recommendation Change), and which notice shall include a reasonably detailed description of the underlying facts giving rise to, and the reasons for taking, such action, (B) OCSI shall, and shall cause its Representatives to, during the OCSI Intervening Event Notice Period, negotiate with OCSL in good faith (to the extent OCSL desires to negotiate) to make such adjustments in the terms and conditions of this Agreement that would not permit the OCSI Board to make an OCSI Intervening Event Recommendation Change, (Page 54)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 5 business days
Section 7.2 No Solicitation. 
<omitted> 
(e) Notwithstanding the provisions herein to the contrary, prior to making any Company Adverse Recommendation Change or entering into a definitive agreement in connection with a Superior Proposal in accordance with Section 7.2(d): (i) the Company Board shall provide Parent at least five (5) Business Days’ prior written notice (a “Notice”) of its determination to take such action, which notice shall specify, in reasonable detail, the reasons therefor and, in the case of an Intervening Event, the reasonable detail thereof, and, in the case of a Company Acquisition Proposal, the terms and conditions of such proposal, including a copy of any proposed definitive agreements relating to such proposal; (ii) during the five (5) Business Days following such written notice (the “Notice Period”), the Company Board and its Representatives shall negotiate in good faith with Parent and its Representatives (to the extent Parent desires to negotiate) regarding any revisions to the terms of the transactions contemplated hereby proposed by Parent in response to such Superior Proposal or Intervening Event, as applicable; and (iii) at the end of the Notice Period, the Company Board shall have concluded in good faith, after consultation with the Company’s outside legal counsel and outside financial advisors (and taking into account any adjustment or modification of the terms of this Agreement proposed in writing by Parent), that, as applicable (A) the Company Acquisition Proposal continues to be a Superior Proposal or (B) the Intervening Event continues to warrant a Company Adverse Recommendation Change and, in each case, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws; provided that any material revision, amendment, update or supplement to the terms of any Company Acquisition Proposal shall require a new Notice and the Company shall be required to comply again with the requirements of this Section 7.2(e); provided, further, that the new Notice Period shall be three (3) Business Days. (Page 69)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 5 business days
Section 5.04 No Solicitation. <omitted> (e) Notwithstanding anything to the contrary in the foregoing, in response to an Intervening Event that has occurred after the date of this Agreement but prior to the receipt of the Company Shareholder Approval, the Company Board may effect a Company Adverse Recommendation Change if: (i) prior to effecting the Company Adverse Recommendation Change, the Company promptly notifies Parent, in writing, at least five (5) Business Days (the “Intervening Event Notice Period”) before taking such action of its intent to consider such action (which notice shall not, by itself, constitute a Company Adverse Recommendation Change), and which notice shall include a reasonably detailed   40


description of the underlying facts giving rise to the Intervening Event, and the reasons for taking, such action; (ii) the Company shall, and shall cause its Representatives to, during the Intervening Event Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement so that the Company Board would no longer determine underlying facts giving rise to, and the reasons for taking such action, ceases to constitute an Intervening Event, if Parent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Intervening Event Notice Period, there is any material development in an Intervening Event, the Intervening Event Notice Period shall be extended, if applicable, to ensure that at least three (3) Business Days remains in the Intervening Event Notice Period subsequent to the time the Company notifies Parent of any such material development (it being understood that there may be multiple extensions)); (iii) the Company has complied in all material respects with its obligations pursuant to this Section 5.04(e) with respect to such Intervening Event and (iv) the Company Board determines in good faith, after consulting with outside legal counsel and its Company Financial Advisor, that the failure to effect such Company Adverse Recommendation Change, after taking into account any adjustments made by Parent during the Intervening Event Notice Period, would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. The Company acknowledges and hereby agrees that any Company Adverse Recommendation Change effected (or proposed to be effected) in response to or in connection with any Takeover Proposal may be made solely and exclusively pursuant to Section 5.04(d) only, and may not be made pursuant to this Section 5.04(e), and any Company Adverse Recommendation Change may only be made pursuant to thisSection 5.04 and no other provisions of this Agreement. (Pages 44-45)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 5 business days
Section 5.4         Non-Solicitation; Change in Recommendation. <omitted> provided, that (A) the Company shall first notify Parent and Merger Sub in writing at least six (6) business days before taking such action that the Company intends to take such action, which notice shall include an unredacted copy of such proposal and a copy of any financing commitments (in the form provided to the Company) relating thereto (and, to the extent not in writing, the material terms and conditions thereof and the identity of the Person(s) making any such Acquisition Proposal), (B) the Company and its Representatives shall negotiate in good faith with Parent, Merger Sub and their Representatives during such six (6) business day notice period, to the extent Parent and Merger Sub wish to negotiate and make themselves reasonably available to negotiate, to enable Parent and Merger Sub to jointly propose revisions to the terms of this Agreement, (C) upon the end of such notice period, the Company Board shall have considered in good faith any revisions to the terms of this Agreement committed to in a binding written proposal by Parent and Merger Sub, and shall have determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Superior Proposal would nevertheless continue to constitute a Superior Proposal if such revisions proposed by Parent and Merger Sub were to be given effect and that the failure to take such action in response to such Superior Proposal would continue to be inconsistent with its fiduciary duties under applicable Law and (D) in the event of any change, from time to time, to any of the financial terms or any other material terms of such Superior Proposal (including as a result of any proposed amendment to the terms of this Agreement in response to such Superior Proposal), the Company shall, in each case, have delivered to Parent and Merger Sub an additional notice consistent with that described in clause (A) of this proviso and a new notice period under clause (A) of this proviso shall commence each time, except each such notice period shall be two Business Days (instead of six (6) business days), during which time the Company shall be required to comply with the requirements of this Section 5.4(d) anew with respect to each such additional notice, including clauses (A) through (D) above of this proviso. (Page 25)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Greater than 5 business days
Section 6.03    Company Recommendation. 
<omitted> 
(b)  (i) <omitted> if the Company receives an Acquisition Proposal <omitted> and <omitted> (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) <omitted> the Company Board may (A) make an Adverse Recommendation Change <omitted> subject to compliance with the terms of paragraph (ii) below.   (ii)    No Adverse Recommendation Change pursuant to Section 6.03(b)(i) may be made <omitted> :   <omitted> 
    (A)    until after <omitted> following <omitted> notice from the Company <omitted> advising Parent that the Company Board intends to make an Adverse Recommendation Change in connection with a Superior Proposal <omitted> (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Superior Proposal and the Superior Proposal Notice Period shall be deemed to have recommenced on the date of such new Notice of Superior Proposal); (Pages 65-66)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 4 business days
Section 5.2. Acquisition Proposals. <omitted>  (x) if an Intervening Event occurs <omitted> or (y) if the Company receives <omitted> an <omitted> Acquisition Proposal that the Company Board <omitted> concludes <omitted> constitutes a Superior Proposal <omitted> the Company Board <omitted> may effect a Change of Recommendation <omitted> and, in the case of either clause (x) or (y): (i) the Company shall have provided <omitted> notice to Parent, at least three (3) Business Days in advance <omitted> (a “Notice of Change of Recommendation”) <omitted>
 Any amendment to the financial terms or any other material change to the terms of a Superior Proposal shall require the Company to deliver a new Notice of Change of Recommendation <omitted> provided, however, that subsequent to the initial Notice Period, the Notice Period shall be reduced to two (2) Business Days following receipt by Parent of any such new Notice of Change of Recommendation. (Pages 22-23)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 3 business days
Section 6.02. Acquisition Proposals; Change of Recommendation. <omitted> (d) No Change of Recommendation or Alternative Acquisition Agreement. <omitted> (III) at the end of the Notice Period, the Company Board shall have taken into account any revisions to this Agreement proposed by Parent in writing in response to such notice contemplated by clause (I) of this 6.02(d)(iii) prior to the end of the Notice Period, and shall have thereafter determined in good faith, after consultation with outside legal counsel, that a failure to effect a Change of Recommendation would continue to be inconsistent with the directors’ fiduciary duties under applicable Law, or that such Alternative Acquisition Agreement contemplated by clause (B) of this Section 6.02(d)(iii), after consultation with its financial advisor, continues to be an Alternative Acquisition Agreement with respect to a Superior Proposal, as the case may be (it being understood that (y) any revisions to any Acquisition Proposal shall be deemed to be a new Acquisition Proposal for purposes of Section 6.02(c) and this Section 6.02(d)(iii), including for purposes of the Notice Period, except that subsequent to the initial Notice Period, the Notice Period shall be reduced to two Business Days and (z) prior to the Company or any of its Subsidiaries entering into an Alternative Acquisition Agreement contemplated by clause (B) of this Section 6.02(d)(iii), the Company shall have terminated this Agreement and abandoned the transactions contemplated by this Agreement pursuant to Section 8.03(b)). (Page 74)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 4 business days
Section 6.02. Acquisition Proposals; Change of Recommendation. <omitted> (d) No Change of Recommendation or Alternative Acquisition Agreement. <omitted> (III) at the end of the Notice Period, the Company Board shall have taken into account any revisions to this Agreement proposed by Parent <omitted>  in response to such notice contemplated by clause (I) of this 6.02(d)(iii) prior to the end of the Notice Period, and shall have thereafter determined in good faith <omitted> that a failure to effect a Change of Recommendation would continue to be inconsistent with the directors’ fiduciary duties <omitted> (it being understood that (y) any revisions to any Acquisition Proposal shall be deemed to be a new Acquisition Proposal for purposes of Section 6.02(c) and this Section 6.02(d)(iii), including for purposes of the Notice Period, except that subsequent to the initial Notice Period, the Notice Period shall be reduced to two Business Days and (z) prior to the Company or any of its Subsidiaries entering into an Alternative Acquisition Agreement contemplated by clause (B) of this Section 6.02(d)(iii), the Company shall have terminated this Agreement and abandoned the transactions contemplated by this Agreement pursuant to Section 8.03(b)). (Page 74)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 4 business days
7.2. Acquisition Proposals; Change of Recommendation. <omitted> (d) No Change of Recommendation <omitted> ; Exceptions. <omitted> the Company Board may (1) effect a Change of Recommendation <omitted> (any action described in clause (1) <omitted> being a “Fundamental Action”) if (A) an <omitted> Acquisition Proposal <omitted> is received by the Company or an Intervening Event has occurred, and (B) the Company Board determines <omitted> that <omitted> in the case of an Acquisition Proposal, such Acquisition Proposal constitutes a Superior Proposal and <omitted> the Company has given Parent <omitted> notice at least four Business Days in advance (such notice period, the “Notice Period” and such notice, the “Notice”) <omitted> that the Company Board intends to consider whether to take such Fundamental Action <omitted> (it being understood that any amendment or modification to the economic or other material terms of any such Acquisition Proposal <omitted> shall require a new Notice and a new Notice Period (which, subsequent to the initial Notice Period, shall be reduced to two Business Days <omitted> )). (Page 42)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 4 business days
Section 6.03 No Solicitation by the Company <omitted> (f)  Notwithstanding anything in this Agreement to the contrary, prior to the Company Approval Time, in response to a bona fide Company Acquisition Proposal that has not resulted from a violation of this Section 6.03 that the Board of Directors of the Company determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Company Superior Proposal, the Board of Directors of the Company may, subject to compliance with this Section 6.03(f), (i) make a Company Adverse Recommendation Change or (ii) terminate this Agreement in accordance with Section 9.01(d) (iii); provided, that (A) the Company shall first notify Parent in writing at least five Business Days before taking such action of its intention to take such action, which notice shall include an unredacted copy (if any) of the acquisition agreement and all other transaction documents relating thereto, (B) the Company shall, and shall cause its Representatives to, negotiate with Parent and its Representatives during such five Business Day notice period (to the extent Parent seeks to negotiate) regarding any adjustments proposed by Parent to the terms and conditions of this Agreement, (C) upon the end of such notice period, the Board of Directors of the Company shall have considered in good faith any revisions to the terms of this Agreement proposed by Parent, and shall have determined, after consultation with its financial advisor and outside legal counsel, that the Company Superior Proposal would nevertheless continue to constitute a Company Superior Proposal if the adjusted terms of this Agreement proposed by Parent were to be given effect and (D) in the event of any change, from time to time, to any of the financial terms or any other 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 (A) of this proviso and a new notice period under clause (A) of this proviso shall commence each time (except that such notice period shall be reduced to two Business Days), during which time the Company shall be required to comply with the requirements of this Section 6.03(f) anew with respect to each such additional notice. (Page 82)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 5 business days
Section 6.03 No Solicitation by the Company <omitted> in response to a <omitted> Company Acquisition Proposal <omitted> , the Board of Directors of the Company may <omitted> (i) make a Company Adverse Recommendation Change <omitted> ; provided, that (A) the Company shall first notify Parent in writing at least five Business Days before taking such action of its intention to take such action <omitted>  (D) in the event of any change, from time to time, to any of the financial terms or any other 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 (A) of this proviso and a new notice period under clause (A) of this proviso shall commence each time (except that such notice period shall be reduced to two Business Days), during which time the Company shall be required to comply with the requirements of this Section 6.03(f) anew with respect to each such additional notice. (Page 82)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 5 business days