theatticusproject/maud huggingface dataset:
SECTION 7.8. No Solicitation. <omitted> (d) <omitted> the Company Board may <omitted> terminate this Agreement <omitted> and <omitted> complied with clauses (1) through (5) <omitted> the Company Board shall have determined that such Acquisition Proposal is a Superior Proposal, (2) the Company shall have made available to Parent orally and in writing the material terms and conditions of such Acquisition Proposal and copies of all written communications <omitted> (except that any reference to five Business Days shall instead be three Business Days) or any successive Acquisition Proposals. <omitted> SECTION 9.1. Termination. This Agreement may be terminated <omitted> (d) by the Company <omitted> (i) in order to accept a Superior Proposal and enter into the Specified Agreement <omitted> after satisfying all of the requirements set forth in Section 7.8(d) (Page 84)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 6.4           No Solicitation by the Company and Company Change in Recommendation.  <omitted>

(f)           Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be entitled to make a Company Change in Recommendation pursuant to Section 6.4(e) or terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i) unless: 

(i)          the Company shall have provided to Parent three Business Days’ prior written notice (the “Company Superior Proposal Notice”), which notice (A) shall not constitute a Company Change in Recommendation, advising Parent that the Company intends to take such action, and (B) shall include (1) the material terms and conditions of any such Company Superior Proposal, (2) an unredacted copy of the Company Alternative Acquisition Agreement in respect of such Company Acquisition Proposal, and (3) an unredacted copy of any other Contracts to be entered into in connection with such Company Acquisition Proposal that the Company Board determined were material to its decision that such Company Acquisition Proposal constitutes a Company Superior Proposal; 

(ii)         during such three-Business Day period, if requested in writing by Parent in good faith, the Company and its Representatives shall have engaged in good faith negotiations with Parent regarding changes to the terms of this Agreement intended by Parent to cause such Company Acquisition Proposal to no longer constitute a Company Superior Proposal; and 

62


 (iii)       the Company Board shall have considered any adjustments to this Agreement that may be proposed in writing by Parent (the “Parent Proposed Changed Terms”) no later than 11:59 p.m., New York City time, on the third Business Day of such three-Business Day period and shall have determined in good faith (after consultation with its financial advisors and outside counsel) that the Company Superior Proposal would continue to constitute a Company Superior Proposal if such Parent Proposed Changed Terms were to be given effect, and that the failure to make the Company Change in Recommendation or terminate this Agreement pursuant to Section 8.1(i) would reasonably be expected to be inconsistent with the fiduciary obligations of the Company Board under applicable Law; provided, however, that any (1) material revisions to the terms of a Company Superior Proposal or (2) material revisions to a Company Acquisition Proposal that the Company Board had determined no longer constitutes a Company Superior Proposal, shall constitute a new Company Acquisition Proposal and shall in each case require the Company to deliver to Parent a new Company Superior Proposal Notice, except that the references to three Business Days in this Section 6.4(f) shall be deemed to be two Business Days. (Pages 66-67)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 6.4           No Solicitation by the Company and Company Change in Recommendation.  <omitted>

(f)           <omitted> the Company shall not be entitled to <omitted> terminate this Agreement pursuant to Section 8.1(h) or Section 8.1(i) unless: 

(i)          the Company shall have provided to Parent three Business Days’ <omitted> notice <omitted> advising Parent that the Company intends to take such action <omitted> provided, however, that any (1) material revisions to the terms of a Company Superior Proposal or (2) material revisions to a Company Acquisition Proposal that the Company Board had determined no longer constitutes a Company Superior Proposal, shall constitute a new Company Acquisition Proposal and shall in each case require the Company to deliver to Parent a new Company Superior Proposal Notice, except that the references to three Business Days in this Section 6.4(f) shall be deemed to be two Business Days. (Pages 66-67)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
6.06 Acquisition Proposal. <omitted> (d) <omitted> the Premier Financial Board may not effect a Acceptance of Superior Proposal unless: <omitted> (ii) Premier Financial shall have provided prior written notice to Peoples at least five business days in advance (the “Notice Period”) of taking such action, which notice shall advise Peoples that the Premier Financial Board has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal (including the identity of the Person or Group making the Superior Proposal); (iii) during the Notice Period, Premier Financial shall, and shall cause its financial advisors and outside counsel to, negotiate with Peoples in good faith (to the extent Peoples desires to so negotiate) to make such adjustments to the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal; and (iv) the Premier Financial Board shall have concluded in good faith (after consultation with Premier Financial’s financial advisors and outside legal counsel) that, after considering the results of such negotiations and giving effect to any proposals, amendments or modifications offered or agreed to by Peoples, if any, that such Acquisition Proposal continues to constitute a Superior Proposal. If during the Notice Period any revisions are made to the Superior Proposal, Premier Financial shall deliver a new written notice to Peoples giving rise to a new five business day Notice Period and shall again comply with the requirements of this Section 6.06(d) with respect to such new written notice. <omitted> 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: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
6.06 Acquisition Proposal. <omitted> (d) <omitted> the Premier Financial Board may not effect a Acceptance of Superior Proposal unless: <omitted> (ii) Premier Financial shall have provided prior written notice to Peoples at least five business days in advance (the “Notice Period”) of taking such action <omitted> . If during the Notice Period any revisions are made to the Superior Proposal, Premier Financial shall deliver a new written notice to Peoples giving rise to a new five business day Notice Period and shall again comply with the requirements of this Section 6.06(d) with respect to such new written notice. <omitted> 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: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 6.3. Acquisition Proposals. <omitted> 
(e) Notwithstanding Section 6.3(d) or any other provision of this Agreement, prior to the Acceptance Time: 

(i) the Company may terminate this Agreement to enter into an Alternative Acquisition Agreement if (A) the Company receives an Acquisition Proposal that <omitted> the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into an Alternative Acquisition Agreement and (C) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal and that the failure to terminate this Agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, after consultation with outside counsel and taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period;
<omitted>
(iv) The provisions of this Section 6.3(e) apply to any material amendment to the financial terms of any applicable Superior Proposal with respect to Section 6.3(e)(i) and Section 6.3(e)(ii) and require a revised Determination Notice and a new Notice Period pursuant to clause (i)(C) or (ii)(C) as the case may be. During the Notice Period, if requested by Parent, the Company shall negotiate in good faith with Parent regarding potential changes to this Agreement in such a manner that would eliminate the need for taking the actions set forth in Sections 6.3(e)(i)-(ii) (and in respect of a Superior Proposal, would cause such Superior Proposal to no longer constitute a Superior Proposal).
<omitted>
“Notice Period” means the period beginning at 5:00 p.m. Eastern Time on the day of delivery by the Company to Parent of a Determination Notice (even if such Determination Notice is delivered after 5:00 p.m. Eastern Time) and ending on the fourth (4th) Business Day thereafter at 5:00 p.m. Eastern Time; provided, that, with respect to any material change in the financial terms of any Superior Proposal, the Notice Period will extend until 5:00 p.m. Eastern Time on the second (2nd) Business Day after delivery of such revised Determination Notice; provided, further, that if fewer than five (5) Business Days remain prior to the scheduled Expiration Date and Purchaser has not extended the Offer pursuant to Section 1.1(a)(ii), the Notice Period will be the period beginning upon delivery by the Company to Parent of a Determination Notice and ending twenty-four (24) hours thereafter. (Page 47)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 6.3. Acquisition Proposals. <omitted> 
(e) Notwithstanding Section 6.3(d) or any other provision of this Agreement, prior to the Acceptance Time: 

(i) the Company may terminate this Agreement to enter into an Alternative Acquisition Agreement if (A) the Company receives an Acquisition Proposal that <omitted>  the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into an Alternative Acquisition Agreement and (C) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal <omitted> taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period;
<omitted>
(iv) The provisions of this Section 6.3(e) apply to any material amendment to the financial terms of any applicable Superior Proposal with respect to Section 6.3(e)(i) and Section 6.3(e)(ii) and require a revised Determination Notice and a new Notice Period pursuant to clause (i)(C) or (ii)(C) as the case may be. During the Notice Period, if requested by Parent, the Company shall negotiate in good faith with Parent regarding potential changes to this Agreement in such a manner that would eliminate the need for taking the actions set forth in Sections 6.3(e)(i)-(ii) (and in respect of a Superior Proposal, would cause such Superior Proposal to no longer constitute a Superior Proposal).
<omitted>
“Notice Period” means <omitted> ; provided, that, with respect to any material change in the financial terms of any Superior Proposal, the Notice Period will extend until 5:00 p.m. Eastern Time on the second (2nd) Business Day after delivery of such revised Determination Notice; (Page 47)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 7.3    Company Stockholder Approval. <omitted> (d) <omitted> (F) in the event of a termination of this Agreement in order to cause the Company to enter into a definitive agreement with respect to such Superior Proposal, the Company shall have validly terminated this Agreement in accordance with Section 8.1(c)(iii), <omitted> . In the event of any material amendments or modifications to such Alternative Acquisition Proposal <omitted> , the Company will be required to deliver a new written notice to Parent and to comply with the requirements of this Section 7.3(d) with respect to such new written notice (it being understood that the five (5) Business Day period shall be three (3) Business Days with respect to such new written notice, but in no event shorter than five (5) Business Days following the original written notice). (Pages 46-47)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
5.4 No Solicitation. <omitted>  at any time prior to obtaining the Requisite Stockholder Approval: <omitted> (ii) if the Company has received a bona fide Acquisition Proposal, <omitted> that the Company Board (or a committee thereof) has concluded <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> the Company has provided prior written notice to Parent at least four (4) Business Days in advance <omitted> to the effect that the Company Board <omitted> has <omitted> received a <omitted>  Superior Proposal; <omitted> (it being understood that any change to the financial terms of such proposal shall be deemed a material modification), the Company will be required to deliver a new written notice to Parent and to comply with the requirements of this Section 5.4(e)(ii)(3) with respect to such new written notice (it being understood that the “Proposal Notice Period” in respect of such new written notice will be two (2) Business Days); (Page 71)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
SECTION 7.1     Non-Solicitation; Acquisition Proposals.
<omitted>

(c) <omitted> provided, further, that the Company will not be entitled to <omitted> terminate this Agreement in accordance with Section 9.1(d)(iv) unless (x) the Company delivers to Parent a written notice (a “Company Notice”) advising Parent that the Company’s Board of Directors proposes to take such action and containing the material terms and conditions of the Superior Proposal that is the basis of the proposed action of the Board of Directors of the Company (including the identity of the party making such Superior Proposal and a written summary of any material terms and conditions communicated orally), and shall include with such notice unredacted copies of the proposed transaction agreement (if any) and copies of any other documents evidencing or specifying the terms and conditions of such Acquisition Proposal, and (y) at or after 5:00 p.m., New York City time, on the third Business Day immediately following the day on which the Company delivered the Company Notice (such period from the time the Company Notice is provided until 5:00 p.m. New York City time on the third Business Day immediately following the day on which the Company delivered the Company Notice (it being understood that any material revision, amendment, update or supplement to the terms and conditions of such Superior Proposal shall be deemed to constitute a new Superior Proposal and shall require a new notice but with an additional two Business Days (instead of three Business Days) period from the date of such notice), the “Notice Period”), the Board of Directors of the Company reaffirms in good faith (1) after consultation with its outside legal counsel and financial advisor(s) that such Acquisition Proposal continues to constitute a Superior Proposal if the adjustments to the terms and conditions of this Agreement proposed by Parent (if any) were to be given effect and (2) after consultation with its outside legal counsel, that the failure to make a Change of Recommendation or so terminate would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law. If requested by Parent, the Company will, and will cause its subsidiaries to, and will use its reasonable best efforts to cause its or their Representatives to, during the Notice Period, engage in good faith negotiations with Parent and its Representatives to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal would cease to constitute a Superior Proposal. (Page 58)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
SECTION 7.1     Non-Solicitation; Acquisition Proposals.
<omitted>

(c) <omitted> provided, further, that the Company will not be entitled to <omitted> terminate this Agreement <omitted> unless (x) the Company delivers to Parent a written notice (a “Company Notice”) <omitted> (it being understood that any material revision, amendment, update or supplement to the terms and conditions of such Superior Proposal shall be deemed to constitute a new Superior Proposal and shall require a new notice but with an additional two Business Days (instead of three Business Days) period from the date of such notice), the “Notice Period”), (Page 58)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 5.3. No Solicitation by the Company.
<omitted>

(d) <omitted> the Company Board of Directors may <omitted> (ii) make a Change of Recommendation and cause the Company to terminate this Agreement pursuant to and in accordance with Section 8.1(h) <omitted>

(e) Prior to the Company taking any action permitted <omitted> (ii) under Section 5.3(d)(ii), the Company shall provide Parent with <omitted> prior written notice advising Parent that the Company Board of Directors intends to take such action <omitted> . With respect to Section 5.3(e)(ii), if there are any material amendments, revisions or changes to the terms of any such Superior Proposal (including any revision to the amount, form or mix of consideration the Company Stockholders would receive as a result of the Superior Proposal), the Company shall notify Parent of each such amendment, revision or change in compliance with Section 5.3(c) and the applicable four (4) Business Day period shall be extended until at least three (3) Business Days after the time that Parent receives notification from the Company of each such revision (Page 63)

Question: Agreement provides for matching rights in connection with FTR
Category: Deal Protection and Related Provisions
Answer: Continuous matching right
Section 6.3. Acquisition Proposals.
<omitted>
(e) <omitted>
The Board or any Independent Committee may make a Change in Recommendation only <omitted> 
(ii) if requested by Parent, the Company shall, and shall cause its Representatives to, following receipt by Parent of the Change in Recommendation Notice and for such period of at least four Business Days in advance of making a Change of Recommendation (such time period, the “Notice Period”), negotiate with Parent and any Representative of Parent in good faith <omitted> 
The Company acknowledges and agrees that, in connection with a Change in Recommendation Notice delivered in connection with an Acquisition Proposal that is determined to be a Superior Proposal, each successive material modification to the financial terms or other material terms or conditions (including the provision of financing) of such Acquisition Proposal shall be deemed to constitute a new Acquisition Proposal for purposes of this Section 6.3(e) and shall trigger a new obligation <omitted> , except that such Change in Recommendation Notice shall be provided at least two Business Days (instead of four Business Days otherwise contemplated by clause (ii) above) in advance of a Change in Recommendation.

<omitted>

Section 8.1. Termination. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding the adoption of this Agreement by the stockholders of the Company or Merger Sub), only as follows (it being understood and agreed that this Agreement may not be terminated for any reason or on any other basis):
<omitted>
(ii) at any time prior to the receipt of the Company Stockholder Approval and the Majority of the Minority Approval, if the Board authorized the Company to enter into a definitive agreement with respect to a Superior Proposal, to the extent permitted by and in accordance with the terms of Section 6.3; provided, however, that the Company shall concurrently with, and as a condition of, such termination, pay the Company Termination Fee to Parent pursuant to Section 8.2(b)(i); (Page 72)

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