6.1 No Solicitation by the Company. <omitted> (d) Without limiting the foregoing, the Company shall as promptly as practicable (and in any event within 48 hours after receipt) notify (orally and in writing) Parent in the event that the Company or any of its Representatives receives an Acquisition Proposal or a request for information relating to the Company or its Subsidiaries that constitutes, contemplates or could reasonably be expected to result in an Acquisition Proposal, including the identity of the person making the Acquisition Proposal and copies of all written materials related thereto (or, if oral, a description of the material terms and conditions thereof). The Company shall keep Parent reasonably informed, on a reasonably current basis, as to the status of (including any material developments, discussions or negotiations) such Acquisition Proposal (including by as promptly as practicable (and in any event within 48 hours after receipt) providing to Parent a description of any changes to the material terms and conditions of such Acquisition Proposal). 

(e) Except as expressly permitted by Section 6.1(f), the Company Board shall not (i) (A) fail to include the Company Board Recommendation in, or remove the Company Board Recommendation from, the Proxy Statement, (B) change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to Parent and its Affiliates, the Company Board Recommendation or (C) adopt, approve, authorize or recommend to stockholders of the Company, or resolve to or publicly propose or announce its intention to adopt, approve, authorize or recommend to stockholders of the Company any Acquisition Proposal (any action described in this clause (i) being referred to as an “Company Board Recommendation Change”) or (ii) authorize, cause or permit the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement (including an acquisition agreement, merger agreement, joint venture agreement or other agreement), commitment or agreement in principle with respect to, or reasonably likely to lead to, any Acquisition Proposal, whether binding or nonbinding (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.1(c)) (an “Acquisition Agreement”). 

(f) Anything to the contrary set forth in this Agreement notwithstanding, prior to the time that the Company Stockholder Approval is obtained, but not after, the Company Board may, with respect to a bona fide, unsolicited Acquisition Proposal that did not result from a material breach of this Section 6.1, make a Company Board Recommendation Change or cause the Company to terminate this Agreement in accordance with Section 8.1(f) in order to substantially concurrently with such termination enter into a definitive agreement relating to such Acquisition Proposal if and only if, prior to taking either such action, (i) the Company has complied with its obligations under this Section 6.1, (ii) the Company Board has determined, in good faith, after consultation with its outside financial advisor and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal and (iii) the Company Board determines, in good faith, after consultation with its outside financial advisor and outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law; provided, that prior to making such Company Board Recommendation Change or effecting such termination (and prior to making the determination set forth in clause (iii)), (A) the Company has given Parent at least four Business Days’ prior notice of its intention to take 42


such action, specifying the reasons therefor, including the terms and conditions of, and the identity of the person making, any such Acquisition Proposal and has contemporaneously provided to Parent a copy of the Acquisition Proposal, a copy of any proposed Acquisition Agreements and a copy of any financing commitments relating thereto (or, in each case, if not provided in writing to the Company, a written summary of the terms and conditions thereof), (B) the Company shall have negotiated, in good faith, with Parent and its Representatives during such notice period (if, and to the extent, Parent has indicated its desire to negotiate to the Company) to enable Parent to propose revisions to the terms of this Agreement such that it would cause such Acquisition Proposal to no longer constitute a Superior Proposal, (C) following the end of such notice period, the Company Board shall have considered, in good faith, any revisions to the terms of this Agreement proposed in writing by Parent (and not revoked), and shall have determined, in good faith, after consultation with its outside financial advisor and outside legal counsel, that the Acquisition Proposal would nevertheless continue to constitute a Superior Proposal if the revisions proposed in writing by Parent (and not revoked) were to be given effect and (D) in the event of any change to any of the financial terms (including the form, amount, mix and timing of payment of consideration) or any other material terms of such Acquisition 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 (except that the four Business Day notice period referred to in clause (A) of this proviso shall instead be equal to the longer of (x) three Business Days and (y) the period remaining under the notice period under clause (A) of this proviso immediately prior to the delivery of such additional notice under this clause (D)) during which time the Company shall be required to comply with the requirements of this Section 6.1(f) anew with respect to such additional notice, including clauses (A) through (D) above of this proviso; provided, however, that the Company shall not terminate this Agreement pursuant to this Section 6.1(f) and Section 8.1(f) unless the Company pays, or causes to be paid, to Parent the Company Termination Fee pursuant to Section 8.3(b) substantially concurrently with such termination. Notwithstanding anything to the contrary contained herein, except as otherwise expressly contemplated by Section 8.1(f)(iii), neither the Company nor any of its Subsidiaries shall enter into any Acquisition Agreement unless this Agreement has been terminated in accordance with its terms. (Pages 46-47)

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