theatticusproject/maud huggingface dataset:
Section 5.4 Acquisition Proposals. 
<omitted> 
(d) <omitted> following receipt of a <omitted> Acquisition Proposal that did not result from a breach of this Section 5.4, <omitted> the Company Board may <omitted> terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 7.1(c)(ii), 
<omitted> 
Section 7.1 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 Stockholder Approval has been obtained (with any termination by Parent also being an effective termination by Merger Sub): 
<omitted> 
(c) by the Company: 
<omitted> 
(ii) at any time prior to obtaining the Company Stockholder Approval, if (A) the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.4(d), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (B) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.4(d), enters into an Alternative Acquisition Agreement providing for a Superior Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds the Company-Paid Termination Fee; or  (Page 67)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop
SECTION 8.01           Termination Rights. <omitted> 
(c)           Termination by the Company. The Company shall have the right to terminate this Agreement: 
(i)            if at any time prior to obtaining the Company Stockholder Approval and in accordance with Section 5.02, the Company enters into a Company Acquisition Agreement with respect to a Superior Company Proposal, so long as (1) the Company has not Willfully Breached its obligations under Section 5.02 and (2) the Company prior to or concurrently with such termination pays to Parent the Company Termination Fee in accordance with Section 8.02(b)(i); (Page 66)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Breach of no-shop resulting in a Superior Offer
Section 7.2 No Solicitation. 
<omitted> Notwithstanding anything to the contrary in this Agreement, prior to the time the Company Stockholder Approval is obtained, the Company Board may effect a Company Adverse Recommendation Change (and, in the case of a 63
bona fide Company Acquisition Proposal that did not result from a material breach of this Section 7.2, terminate this Agreement pursuant to Section 9.1(d)(ii) and concurrently pay the Company Termination Fee in order to enter into a definitive agreement in connection with a Superior Proposal) if, and only if: (i) (A) a bona fide Company Acquisition Proposal that did not result from a material breach of this Section 7.2 is made to the Company after the date of this Agreement and such Company Acquisition Proposal is not withdrawn prior to such Company Adverse Recommendation Change  <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, prior to the receipt of the Company Stockholder Approval, (A) the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal to the extent permitted by, and subject to the terms and conditions of, Section 7.2, (B) substantially concurrently with the termination of this Agreement, the Company enters into an Alternative Acquisition Agreement providing for such Superior Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent (or one or more of its designees) in immediately available funds the Company Termination Fee; or (Page 84)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material 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) provided that the Company is not in material breach of any of the terms of this Agreement 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
Category: Deal Protection and Related Provisions
Answer: (Material) breach of other provisions of agreement
SECTION 5.3 No Solicitation by the Company; Company Recommendation.
<omitted>

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

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: (Material) breach of other provisions of agreement
Section 5.10    Acquisition Proposals. (a)    The Company will immediately cease and cause to be terminated any activities, discussions or negotiations with any Persons other than Nicolet  with  respect  to  any  Acquisition  Proposal  and  will  use  its reasonable  best  efforts  to  enforce  any  confidentiality  or  similar agreement  relating  to  an Acquisition  Proposal. <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: (i) furnish information with respect to it to such Person making such Acquisition Proposal pursuant to a customary confidentiality agreement (subject to the requirement that any such information not previously provided to Nicolet shall be promptly furnished to Nicolet); (ii) participate in discussions or negotiations regarding such Acquisition Proposal; and (iii) terminate this Agreement in order to concurrently enter into an agreement with respect to such Acquisition Proposal; provided, however, that the Company may not terminate this Agreement pursuant to this Section 5.10 unless and until (x) five (5) Business Days have elapsed following the delivery to Nicolet of a written notice of such determination by the Company Board and, during such five (5) Business-Day period, the parties cooperate with one another with the intent of enabling the parties to engage in good faith negotiations so that the Contemplated Transactions may be effected, and (y) at the end of such five (5) Business-Day period, the Company Board continues, in good faith and after consultation with outside legal counsel and financial advisors, to believe that a Superior Proposal continues to exist, also provided that the Company is not in material breach of any of the terms of this Agreement.  (Page 41)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: (Material) breach of other provisions of agreement
Section 5.3 No Solicitation. <omitted> (b) Except as permitted by this Section 5.3, the Company shall, and shall direct its Representatives to, cease any direct or indirect solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and the Company shall not and shall direct its Representatives not to <omitted> (ii) directly or indirectly, (A) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal <omitted> 

Section 6.1 Company Board Recommendation. <omitted>  (b) At any time prior to accepting for payment such number of Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition (the “Offer Acceptance Time”): <omitted> 

(i) if the Company has received a written Acquisition Proposal (which Acquisition Proposal did not result from a breach in any material respect of Section 5.3) from any Person that has not been withdrawn, (A) the Company Board may make a Company Adverse Change Recommendation or (B) the Company may terminate this Agreement to enter into a Specified Agreement with respect to such Superior Offer, <omitted> 

Section 8.1 Termination. This Agreement may be terminated prior to the Effective Time: <omitted> 

(e) by the Company, at any time prior to the Offer Acceptance Time, 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”); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i); (Page 59)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop, (Material) breach of other provisions of agreement
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 provided that the Company is not in material breach of any of the terms of this Agreement 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 other provisions of agreement
4.1.9 Acquisition Proposal. AB agrees that neither it nor any of its Subsidiaries will <omitted> initiate, solicit, encourage or take any other action to facilitate any inquiries or the making of any proposal or offer <omitted> with respect to an Acquisition Event <omitted> or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal
<omitted>

4.3.2 Submission to Shareholders. <omitted> The board of directors of AB <omitted> shall not withdraw, modify, or qualify its recommendation
<omitted>

7.4.6 Superior Proposal—Termination by AB. By the board of directors of AB <omitted> ; provided, however, that AB may not terminate this Agreement pursuant to this Section 7.4.6 unless (a) it has not materially breached Section 4.1.9 or Section 4.3.2 (Page 51)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Material breach of no-shop, (Material) breach of other provisions of agreement
Section 5.4 Acquisition Proposals. 
 <omitted> 
 (d) <omitted> following receipt of a <omitted> Acquisition Proposal that did not result from a breach of this Section 5.4, <omitted> the Company Board may <omitted> terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 7.1(c)(ii), 
 <omitted> 
 Section 7.1 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 Stockholder Approval has been obtained (with any termination by Parent also being an effective termination by Merger Sub): 
 <omitted> 
 (c) by the Company: 
 <omitted> 
 (ii) at any time prior to obtaining the Company Stockholder Approval, if (A) the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.4(d), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (B) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.4(d), enters into an Alternative Acquisition Agreement providing for a Superior Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds the Company-Paid Termination Fee; or (Page 67)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop
Section 5.4 Acquisition Proposals. 
 <omitted> 
 (d) <omitted> following receipt of a <omitted> Acquisition Proposal that did not result from a breach of this Section 5.4, <omitted> the Company Board may <omitted> terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 7.1(c)(ii), 
 <omitted> 
 Section 7.1 Termination. This Agreement may be terminated <omitted> : 
 <omitted> 
 (c) by the Company: 
 <omitted> 
 (ii) <omitted> if (A) the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.4(d), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (Page 67)

Question: Limitations on FTR Exercise
Category: Deal Protection and Related Provisions
Answer: Any breach of no-shop
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
Category: Deal Protection and Related Provisions
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
Category: Deal Protection and Related Provisions
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
Category: Deal Protection and Related Provisions
Answer: Breach of no-shop resulting in a Superior Offer
Section 6.03    Company Recommendation. <omitted> (ii)    No Adverse Recommendation Change pursuant to Section 6.03(b)(i) may be made and no termination of this Agreement pursuant to Section 8.01(h) may be made:   (A)    until after the second Business Day following written notice from the Company (the “Superior Proposal Notice Period”) advising Parent that the Company Board intends to make an Adverse Recommendation Change and/or terminate this Agreement pursuant to Section 8.01(h) (a “Notice of Superior Proposal”) and specifying the reasons therefor, including the material terms and conditions of, and the identity of the Third Party making, such Superior Proposal, and a copy of any other material transaction documents (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, provided that, in such case the Superior Proposal Notice Period shall be only (x) one Business Day following each of up to two new Notices of Superior Proposal and (y) one Business Day following any additional Notice of Superior Proposal);   59


    (B)    unless, during such two Business Day period (or such shorter period that may apply pursuant to the proviso in clause (A) above), the Company shall, and shall cause its Representatives to, to the extent requested by Parent, negotiate with Parent and its Representatives in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to maintain the Company Recommendation and not make an Adverse Recommendation Change or terminate this Agreement; and   (C)    unless, following the expiration of such two Business Day period (or such shorter period that may apply pursuant to the proviso in clause (A) above), the Company Board has considered in good faith Parent’s proposal, if any, to adjust the terms and conditions of this Agreement, and the Company Board determines in good faith (after consultation with a financial advisor and outside legal counsel) that after giving effect to all of the adjustments to the terms in this Agreement proposed in writing by Parent and Merger Sub in response to such Acquisition Proposal, the Acquisition Proposal continues to be a Superior Proposal (it being understood and agreed that if Parent makes a proposal to adjust the terms and conditions of this Agreement and the Company Board determines that such Acquisition Proposal no longer constitutes a Superior Proposal, Parent, Merger Sub and the Company shall promptly enter into amendments to such agreements to embody the terms of such (Pages 63-64)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less