theatticusproject/maud huggingface dataset:
6.1    No Solicitation. <omitted>

Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (including the provisions of this Section 6.1), at any time prior to receipt of the Company Stockholder Approval, the Company Board may effect a Company Board Recommendation Change in response to a Superior Proposal or an Intervening Event if: (i) the Company Board shall have determined in good faith (after consultation with outside counsel and outside financial advisor) that the failure to effect a Company Board Recommendation Change would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; (ii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to this Section 6.1 with respect to an Acquisition Proposal underlying such Company Board Recommendation Change; (iii) the Company has notified the Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons for such Company Board Recommendation Change (a “Recommendation Change Notice”) (it being understood that the Recommendation Change Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement); (iv) if requested by the Parent, the Company shall have made its Representatives available to negotiate (to the extent that Parent desires to so 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 Recommendation Change Notice; and (v) 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 failure to effect a Company Board Recommendation Change would still be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; provided, however, that in the event of any material revisions to an Acquisition Proposal underlying a potential Company Board Recommendation Change, 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. (Page 34)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
6.1    No Solicitation. <omitted>

<omitted> the Company Board may effect a Company Board Recommendation Change in response to a Superior Proposal or an Intervening Event if: (i) the Company Board shall have determined in good faith (after consultation with outside counsel and outside financial advisor) that the failure to effect a Company Board Recommendation Change would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; <omitted> (iii) the Company has notified the Parent <omitted> that it intends to effect a Company Board Recommendation Change <omitted>  provided, however, that in the event of any material revisions to an Acquisition Proposal underlying a potential Company Board Recommendation Change, 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. (Page 34)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
7.5          Acquisition Proposals. <omitted> (b )          No Change in Recommendation or Alternative Acquisition Agreement . <omitted> the Company Board or the Hospitality Board may, <omitted> (A) make a Change of Recommendation if an Intervening Event has occurred <omitted> or (B) if the Paired Entities have not breached this Section 7.5(c) and have not breached the other subsections of this Section 7.5 in any material respect, make a Change of Recommendation and/or terminate this Agreement pursuant to Section 9.1(c)(i) if the Paired Entities receive an Acquisition Proposal <omitted> that the Company Board and the Hospitality Board have determined <omitted> constitutes a Superior Proposal <omitted> ; provided that neither the Company Board nor the Hospitality Board may take any such action unless prior to making such Change of Recommendation <omitted> (I) the Paired Entities provide prior written notice (“Notice Period Commencement Notice”) to Parent <omitted> it being understood that any change to the financial terms or any other material amendments or other material revisions to any Acquisition Proposal will be deemed to be a new Acquisition Proposal, including for purposes of the Notice Period; 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 Period Commencement Notice. (Page 59)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Non-Solicitation; Acquisition Proposals; Change of Recommendation
 <omitted>
 
 (c) Change of Recommendation.
 
 (i) <omitted> if a written Acquisition Proposal <omitted> is received by the Company, and the Board of Directors of the Company determines <omitted> that such Acquisition Proposal would, if consummated, constitute a Superior Proposal, the Board of Directors of the Company may <omitted> (x) effect a Change of Recommendation <omitted> ; provided further, that <omitted> Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of Section 6.1(d) and this Section 6.1(c)(i) and require a new Company Notice, except that references in this Section 6.1(c)(i) to “four (4) Business Days” shall be deemed to be references to “three (3) Business Days” (Pages 49-50)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 5.11    No Solicitation by First Choice; Superior Proposals. <omitted> ( e )    Notwithstanding Section 5.11(d) or any other provision of this Agreement, prior to obtaining the Requisite First Choice Shareholder Approval, the First Choice Board (or any committee thereof) may make a First Choice Subsequent Determination after the fifth (5 ) Business Day following Enterprise’s receipt of a notice (the “Notice of Determination”) from First Choice informing Enterprise that the First Choice Board (or such committee) has determined in good faith, after consultation with outside legal counsel and its financial advisor, that an Acquisition Proposal constitutes a Superior Proposal and the failure to make a First Choice Subsequent Determination with respect to such Superior Proposal would breach or reasonably be expected to result in a breach of its fiduciary duties under applicable Law (it being understood that the initial determination under this clause will not be considered a First Choice Subsequent Determination), but only if: (i) the Notice of Determination includes or is accompanied by the material terms and conditions of such Superior Proposal and the identity of the Person making such Superior Proposal, including copies of any proposed material agreements providing for such Superior Proposal; (ii) during the five (5) Business Day period after receipt of the Notice of Determination (the “Notice Period”), First Choice and the First Choice Board shall have negotiated in good faith with Enterprise, to the extent Enterprise desires to negotiate, to make such adjustments, modifications or amendments to the terms and conditions of this Agreement as would enable First Choice to proceed with the First Choice Recommendation without a First Choice Subsequent Determination; provided, however, that Enterprise shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement, and (iii) at the end of the Notice Period, after taking into account any such adjusted, modified or amended terms, if any, as may have been proposed by Enterprise in writing before expiration of the Notice Period, the First Choice Board has again in good faith, after consultation with outside legal counsel and its financial advisor, made the determination that such Acquisition Proposal constitutes a Superior Proposal and the failure to make a First Choice Subsequent Determination with respect to such Superior Proposal would breach or reasonably be expected to result in a breach of its fiduciary duties under applicable Law. In the event of any material revisions to an Acquisition Proposal that is the subject of a Notice of Determination and that occur prior to a First Choice Subsequent Determination, First Choice shall be required to deliver a new Notice of Determination to Enterprise and again comply with the requirements of this Section 5.11(e), except that the Notice Period shall be reduced to three (3) Business Days. (Pages 73-74)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 5.11    No Solicitation by First Choice; Superior Proposals. <omitted>  In the event of any material revisions to an Acquisition Proposal that is the subject of a Notice of Determination and that occur prior to a First Choice Subsequent Determination, First Choice shall be required to deliver a new Notice of Determination to Enterprise and again comply with the requirements of this Section 5.11(e), except that the Notice Period shall be reduced to three (3) Business Days. (Pages 73-74)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 7.1 Company Board Recommendation. <omitted> With respect to Section 7.1(b)(i)(C), if there are any material amendments, revisions or changes to the terms of any such Superior Offer, the Company shall notify Parent of each such material amendment, revision or change and the applicable four (4) Business Day period shall be extended until at least two (2) Business Days after the time that Parent receives notification from the Company of each such amendment, revision or change to the terms of such Acquisition Proposal; (Page 45)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
6.3 Shareholders’ Approval and Stockholder Approval <omitted> (c) Subject to Section 8.1 and Section 8.2, if the Board of Directors of NYCB or Flagstar, after receiving the advice of its outside counsel and, with respect to financial matters, its outside financial advisors, determines in good faith that it would be more likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the NYCB Board Recommendation or Flagstar Board Recommendation, as applicable, such Board of Directors may, in the case of NYCB, prior to the receipt of the Requisite NYCB Vote, and in the case of Flagstar, prior to the receipt of the Requisite Flagstar Vote, submit this Agreement to its stockholders or shareholders, respectively, without recommendation (which, for the avoidance of doubt, shall constitute a Recommendation Change) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its stockholders or shareholders, as applicable, in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that such Board of Directors may not take any actions under this sentence unless it (i) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances); and (ii) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its outside financial advisors, determines in good faith that it would nevertheless be more likely than not to result in a violation of its fiduciary duties under applicable law to make or -50-
 
 
 continue to make the NYCB Board Recommendation or Flagstar Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(c) and will require a new notice period as referred to in this Section 6.3(c). (Pages 58-59)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
6.3 Shareholders’ Approval and Stockholder Approval <omitted> such Board of Directors may <omitted> submit this Agreement to its stockholders or shareholders, respectively, without recommendation (which, for the avoidance of doubt, shall constitute a Recommendation Change) <omitted> (c) Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(c) and will require a new notice period as referred to in this Section 6.3(c). (Pages 58-59)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 5.3 Company Acquisition Proposals. <omitted>

(e) <omitted> the Company may make a Company Adverse Recommendation Change <omitted> and concurrently enter into a binding definitive agreement to effect such Company Superior Proposal. 

(f) The Company Board shall not take any action set forth in Section 5.3(e) unless the Company has (i) provided written notice to Parent (a “Notice of Company Superior Proposal”) informing Parent that the Company has determined that a Company Acquisition Proposal constitutes a Company Superior Proposal, identifying the Person making such Company Superior Proposal and providing a copy of the draft agreement intended to effect such Company Superior Proposal, (ii) for the four (4) Business Day period following Parent’s receipt of the Notice of Company Superior Proposal (the “Company Superior Proposal Notice Period”), permitted Parent to make counteroffers or proposals, including to amend the terms and conditions of this Agreement (to the extent Parent wishes to do so), and (iii) after complying with clauses (i) and (ii), determined in good faith (after consultation with the Company’s outside legal counsel and financial advisors and taking into account any such counteroffer or proposed amendment to the terms and conditions of this Agreement) that such Company Acquisition Proposal remains a Company Superior Proposal; provided, however, that if during the Company Superior Proposal Notice Period any revisions are made to a Company Acquisition Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the Company shall deliver a new Notice of Company Superior Proposal to Parent and shall comply with the requirements of this Section 5.3(f) with respect to such new Notice of Company Superior Proposal (except that the “four (4) Business Day” period referred to in clause (ii) of this proviso shall instead be a two (2) Business Day period). (Page 59)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 5.3 Company Acquisition Proposals. <omitted>

(e) <omitted> the Company may make a Company Adverse Recommendation Change <omitted> and concurrently enter into a binding definitive agreement to effect such Company Superior Proposal. 

(f) The Company Board shall not take any action set forth in Section 5.3(e) unless the Company has (i) provided <omitted> notice to Parent (a “Notice of Company Superior Proposal”) <omitted> provided, however, that if during the Company Superior Proposal Notice Period any revisions are made to a Company Acquisition Proposal and such revisions are material (it being understood and agreed that any change to consideration with respect to such proposal is material), the Company shall deliver a new Notice of Company Superior Proposal to Parent <omitted> (except that the “four (4) Business Day” period referred to in clause (ii) of this proviso shall instead be a two (2) Business Day period). (Page 59)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 5.4    Acquisition Proposals. <omitted> (d)    Notwithstanding anything to the contrary set forth in this Section 5.4, following receipt of a written Acquisition Proposal that did not result from a breach of this Section 5.4, and that the Company Board (acting upon the recommendation of the Special Committee) determines in good faith, after consultation with its outside legal counsel and financial advisors, constitutes a Superior Proposal, the Company Board and the Special Committee may at any time prior to the receipt of the Company Stockholder Approval, but not after, make an Adverse Recommendation Change or terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 7.1(c)(ii), or authorize, resolve, agree or propose publicly to take any such action, if all of the following conditions are met: <omitted> (i)    (A) the Company shall have provided to Parent four Business Days’ prior written notice, which shall state expressly (1) that it has received a written Acquisition Proposal that constitutes a Superior Proposal, (2) the material terms and conditions of the Acquisition Proposal (including the consideration offered therein and the identity of the Person or group making the Acquisition Proposal) and shall have contemporaneously provided an unredacted copy of the Alternative Acquisition Agreement and all other documents (other than immaterial documents) related to the Superior Proposal (it being understood and agreed that any amendment to the financial terms or any other material term or condition of such Superior Proposal shall require a new notice and an additional three Business Day period) and (3) that, subject to clause (ii) below, the Company Board (acting upon the recommendation of the Special Committee) has determined to make an Adverse Recommendation Change or to terminate this Agreement in accordance with Section 7.1(c)(ii) in order to enter into the Alternative Acquisition Agreement, as applicable, and (B) prior to making such Adverse Recommendation Change or terminating this Agreement in accordance with Section 7.1(c)(ii), as applicable, (x) the Company shall have used commercially reasonable efforts to engage in good faith with Parent (to the extent Parent wishes to engage) during such four Business Day period to consider any adjustments proposed by Parent to the terms and conditions of this Agreement such that the Alternative Acquisition Agreement ceases to constitute a Superior Proposal and (y) in determining whether to make an Adverse Recommendation Change or to effect a termination in accordance with Section 7.1(c)(ii), the Company Board and the Special Committee shall have taken into account any changes to the terms of this Agreement proposed by Parent and any other information provided by Parent in response to such notice; <omitted> Section 7.1    Termination. (Pages 43-44)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 5.4    Acquisition Proposals. <omitted> the Special Committee may <omitted> make an Adverse Recommendation Change <omitted> to enter into an Alternative Acquisition Agreement <omitted> if all of the following conditions are met: (i)    (A) the Company shall have provided to Parent four Business Days’ <omitted> notice, which shall state expressly (1) that it has received a written Acquisition Proposal that constitutes a Superior Proposal  <omitted> (it being understood and agreed that any amendment to the financial terms or any other material term or condition of such Superior Proposal shall require a new notice and an additional three Business Day period) (Pages 43-44)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
5.4 No Solicitation by the Company; Other Offers. <omitted> the Company shall not be entitled to: (i) make a Change in Company Board Recommendation <omitted> unless: <omitted> the Company shall have first provided prior <omitted> notice to Parent that it is prepared to <omitted> make a Change in Company Board Recommendation (a “Recommendation Change Notice”) <omitted> Any material changes with respect to the Intervening Event <omitted> or material changes to the financial terms of such Superior Proposal <omitted> shall require the Company to provide to Parent a new Recommendation Change Notice <omitted> and a new three (3) Business Day period. (Pages 45-46)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 4.4 No Solicitation of Transactions. <omitted> (f)                 <omitted> if (i) the Company receives a Qualifying Acquisition Proposal that the Company Board determines <omitted> is a Superior Proposal <omitted> the Company Board may not effect a Change of Board Recommendation pursuant to the foregoing clause <omitted> unless: <omitted>   (ii)               the Company shall have provided <omitted> notice to Parent, at least four (4) Business Days in advance (the “Superior Proposal Notice Period”) <omitted> (iv)              following the Company’s <omitted> negotiation <omitted> with Parent <omitted> during the Superior Proposal Notice Period and after considering the results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Parent, if any, the Company Board (after consultation with one or more of its financial advisors and outside legal counsel) shall have determined <omitted> that such Superior Proposal still constitutes a Superior Proposal (it being understood and agreed that any change to the financial or other material terms of an Acquisition Proposal that was previously the subject of a notice hereunder shall require a new notice to Parent as provided above, but with respect to any such subsequent notices the Superior Proposal Notice Period shall be deemed to be three (3) Business Days rather than four (4) Business Days); and (Pages 22-23)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right