theatticusproject/maud huggingface dataset:
(d) <omitted> the Company Board (or any duly authorized committee thereof) may (i) effect a Company Adverse Recommendation Change <omitted> the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change <omitted> (it being understood and agreed that any amendment to any material term or condition of any Company Superior Proposal shall require a new notice and a new negotiation period (except that such new negotiation period shall be for two (2) Business Days)). <omitted>

the Company Board (or any duly authorized committee thereof) may effect a Company Adverse Recommendation Change <omitted> if <omitted> the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change due to the occurrence of a Company Intervening Event <omitted> (it being understood and agreed that any material change to the facts and circumstances relating to the Company Intervening Event shall require a new notice and a new negotiation period (except that such new negotiation period shall be for two (2) Business Days)); (Page 50)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
Section 6.3 No Solicitation by the Company. <omitted> (E) at the end of the five (5) Business Day period, prior to taking action to effect a Company Change of Recommendation, the Company Board or a committee thereof takes into account any adjustments or revisions to the terms of this Agreement proposed by Parent in writing and any other information offered by Parent in response to the notice, and determines in good faith after consultation with the Company’s financial advisors and outside legal counsel, that the Company Competing Proposal remains a Company Superior Proposal and that the failure to effect a Company Change of Recommendation in response to such Company Superior Proposal would be inconsistent with the fiduciary duties owed by the Company Board to the stockholders of the Company under applicable Law; provided, that in the event of any material amendment or material modification to any Company Superior Proposal (it being understood that any amendment or modification to the economic terms of any such Company Superior Proposal shall be deemed material), the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 6.3(e)(iii) with respect to such new written notice, except that the advance written notice obligation set forth in this Section 6.3(e)(iii) shall be reduced to two (2) Business Days; provided, further, that any such new written notice shall in no event shorten the original five (5) Business Day notice period; (Pages 71-72)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
Section 6.3 No Solicitation by the Company. <omitted> provided, that in the event of any material amendment or material modification to any Company Superior Proposal <omitted> the Company shall be required to deliver a new written notice to Parent <omitted> except that the advance written notice obligation set forth in this Section 6.3(e)(iii) shall be reduced to two (2) Business Days; (Pages 71-72)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
(d)               The Company Board shall not be entitled to effect an Adverse Recommendation Change <omitted> unless <omitted> :   (i)              (A) an Acquisition Proposal <omitted> is made <omitted> ; <omitted> (C) the Company has provided <omitted> notice <omitted> to Parent that the Company intends to take such action <omitted> provided, however, that, in the event of any material amendment of such Superior Proposal or any material change to the facts and circumstances relating to the Adverse Recommendation Change, the Company shall be required to issue a new Notice of Adverse Recommendation Change or otherwise comply again with the requirements of this Section 6.02(d) (provided, however, that for purposes of this sentence, references to the seventy-two (72)-hour period above shall be deemed to be references to a forty-eight (48)-hour period (or, if such forty-eight (48)-hour period does not include at least one (1) Business Day, ending on the first (1st) Business Day commencing after the passage of such forty-eight (48)-hour period) from the time of Parent’s receipt of the Notice of Adverse Recommendation Change); (Pages 27-28)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
5.2     Company Stockholders’ Meeting. 
<omitted> 
(f)    <omitted>  (i)     the Company’s board of directors may make a Company Adverse Recommendation Change <omitted> if (and only if): (A) a <omitted> Company Acquisition Proposal is made to the Company <omitted> ; (B) <omitted> such Company Acquisition Proposal constitutes a Company Superior Offer; <omitted> (D) <omitted> prior to making such Company Adverse Recommendation Change <omitted> , the Company’s board of directors delivers to Marvell a <omitted> notice (a “Company Recommendation Change Notice”) 
<omitted> 
For purposes of clause “(i)” of this Section 5.2(f), any change in the form or amount of the consideration payable in connection with a Company Superior Offer, and any other material change to any of the terms of a Company Superior Offer, will be deemed to be a new Company Superior Offer, requiring a new Company Recommendation Change Notice and a new advance notice period, except that the advance notice period applicable to any such change to a Company Superior Offer pursuant to clause “(i)(D)” of this Section 5.2(f) shall be two Business Days rather than four Business Days, and the negotiation period in clause “(i)(E)” of this Section 5.2(f) shall be two Business Days rather than four Business Days. The Company shall ensure that any withdrawal or modification of the Company Board Recommendation does not have the effect of causing any corporate Takeover Statute of the State of Delaware or any other state to be applicable to this Agreement or any of the Contemplated Transactions. (Page 66)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
5.2     Company Stockholders’ Meeting. 
<omitted> 
(f)    <omitted>  (i)     the Company’s board of directors may make a Company Adverse Recommendation Change <omitted> if (and only if): (A) a <omitted> Company Acquisition Proposal is made to the Company <omitted> ; (B) <omitted> such Company Acquisition Proposal constitutes a Company Superior Offer; <omitted> (D) <omitted> prior to making such Company Adverse Recommendation Change <omitted> , the Company’s board of directors delivers to Marvell a <omitted> notice (a “Company Recommendation Change Notice”) 
<omitted> 
any change in the form or amount of the consideration payable in connection with a Company Superior Offer, and any other material change to any of the terms of a Company Superior Offer, will be deemed to be a new Company Superior Offer, requiring a new Company Recommendation Change Notice and a new advance notice period, except that the advance notice period applicable to any such change to a Company Superior Offer pursuant to clause “(i)(D)” of this Section 5.2(f) shall be two Business Days rather than four Business Days, and the negotiation period in clause “(i)(E)” of this Section 5.2(f) shall be two Business Days rather than four Business Days. (Page 66)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
SECTION 5.02. Acquisition Proposals. <omitted> (d) No Change in Recommendation; Exceptions. <omitted> (ii) Notwithstanding anything in this Section 5.02 to the contrary, at any time prior to obtaining the Company Requisite Vote, if the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that an unsolicited, bona fide written Acquisition Proposal, received from any Person after the date of this Agreement that did not result from a breach of this Section 5.02, constitutes a Superior Proposal, the Company Board may, in response to such Superior Proposal, effect a Change of Recommendation or terminate this Agreement pursuant to Section 8.01(c)(i); provided, however, that, prior to taking any of the actions permitted by this Section 5.02(d)(ii), and as a condition precedent to taking any such actions, (A) the Company shall provide Parent with at least four (4) Business Days’ prior written notice of the Company Board’s intention to take such action (which notice shall specify the reasons therefor and include an unredacted copy of any relevant proposed transaction agreements, the identity of the party making such Superior Proposal and the material terms thereof) during which period Parent may propose revisions to the terms of the transactions contemplated by this Agreement (it being understood that, in the event of any change to the financing terms or any other material terms of any such Superior Proposal, such notice period shall be extended to ensure that at least two (2) Business Days remain in such notice period following any such change), (B) the Company Board shall have discussed and negotiated, and shall have caused its Representatives to discuss and negotiate, in good faith with Parent during such notice period to the extent Parent reasonably desires to discuss and negotiate and (C) the Company Board, at or after 5:00 p.m. Eastern Time on the final day of such notice period, shall have considered in good faith the effect of any offer proposed by Parent to amend the terms of this Agreement (such amendment, the “Offered Amendment”) and shall have determined, after consideration and consultation with its financial advisors and outside legal counsel, and taking into consideration such Offered Amendment, that any such Acquisition Proposal continues to constitute a Superior Proposal and that the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law. (Page 36)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
SECTION 5.02. Acquisition Proposals. <omitted> (d) No Change in Recommendation; Exceptions. <omitted> (ii) <omitted> if the Company Board determines <omitted> that an <omitted> Acquisition Proposal <omitted> constitutes a Superior Proposal, the Company Board may, in response to such Superior Proposal, effect a Change of Recommendation <omitted> ; provided, however, that, prior to taking any of the actions permitted by this Section 5.02(d)(ii)<omitted> (A) the Company shall provide Parent with at least four (4) Business Days’ prior written notice <omitted> (it being understood that, in the event of any change to the financing terms or any other material terms of any such Superior Proposal, such notice period shall be extended to ensure that at least two (2) Business Days remain in such notice period following any such change) (Page 36)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
th 
 
 110
 
 
 advisors to offer to negotiate with (and if accepted, negotiated in good faith with), the Company in making adjustments to the terms and conditions of this Agreement such that, (x) in circumstances involving or relating to an Acquisition Proposal, the related Superior Proposal ceases to be a Superior Proposal, or (y) in circumstances not involving or relating to an Acquisition Proposal, such terms are as the Company proposes; and provided, that any amendment, supplement or modification to the financial or any other material terms of any Acquisition Proposal shall be deemed a new Acquisition Proposal and Parent may not make a Parent Adverse Recommendation Change pursuant to this Section 8.5 unless Parent has complied with the requirements of this Section 8.5(f)(i) with respect to each such new Acquisition Proposal, including sending a Parent Change Notice with respect to such Acquisition Proposal, provided, that Parent shall be obligated to negotiate for a period of only three (3) Business Days from such new Parent Change Notice, and (iii) following the end of the four (4) Business Day period or three (3) Business Day period (as applicable) contemplated by the immediately preceding clause (i), the Parent Board determines, in good faith that (x) following consultation with Parent’s outside legal and financial advisors in circumstances involving or relating to an Acquisition Proposal, the Superior Proposal giving rise to the Parent Change Notice continues to constitute a Superior Proposal (taking into account modifications or amendments to this Agreement proposed by the Company in response to such Parent Change Notice) and (y) in any case, following consultation with Parent’s outside legal advisors, the failure to make such Parent Adverse Recommendation Change would be inconsistent with its duties under applicable Law. (Pages 116-117)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 3 business days
Section 5.04 Company Recommendation. <omitted>

(b) Superior Proposal. <omitted> the Company Board (or any duly authorized committee thereof) may, in response to the receipt of a <omitted> Competing Proposal <omitted> make a Change of Company Recommendation <omitted> only if:   (i) the Company Board <omitted> determines <omitted> (B) such Competing Proposal constitutes a Superior Proposal;   <omitted> provided, that any change to the financial terms (including any change to the amount or form of consideration payable) or other material amendment to the terms of such Competing Proposal (whether or not in response to any changes proposed by Parent pursuant to clause (iii)) shall require a new Notice of Change of Recommendation and an additional two (2) Business Day period from the date of such notice during which the terms of clause (i) through (iv) shall apply mutatis mutandis (other than the number of days). (Page 19)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
Section 6.03. No Solicitation. <omitted>
(d)    “Last Look”. Further, the Company Board shall not make an Adverse Recommendation Change 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, and (ii) Parent does not make, within five Business Days after its receipt of that written notification, a binding offer that (A) in the case of any Adverse Recommendation Change to be made following receipt of a Superior Proposal, is determined by the Company Board to be at least as favorable to the stockholders 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 period under this Section 6.03(d), provided that such period for any amendments shall be three Business Days instead of five Business Days) or (B) in the case of an Adverse Recommendation Change to be made pursuant to an Intervening Event, obviates, in the reasonable judgment of the Company Board, the need for such Adverse Recommendation Change. (Page 58)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 3 business days
Section 6.03. No Solicitation. <omitted>
(d)    “Last Look”. <omitted> the Company Board shall not make an Adverse Recommendation Change unless (i) the Company promptly notifies Parent, <omitted> (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 period under this Section 6.03(d), provided that such period for any amendments shall be three Business Days instead of five Business Days) (Page 58)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 3 business days
6.3          No Solicitation by NIC. <omitted> (e)          Prior to NIC taking any action permitted (i) under Section 6.3(d)(i), NIC shall provide Tyler with four Business Days’ prior written notice advising Tyler that the NIC Board of Directors intends to effect a Change of Recommendation and specifying, in reasonable detail, the reasons therefor, and, during such four-Business Day period (which period shall expire at 11:59 p.m., Central Time, on the fourth Business Day), NIC shall cause its executive officers and direct its other Representatives to negotiate in good faith (to the extent Tyler desires to negotiate) any proposal by Tyler to amend the terms and conditions of this Agreement in a manner that would obviate the need to effect a Change of Recommendation, and at the end of such four-Business Day period (which period shall expire at 11:59 p.m., Central Time, on the fourth Business Day) the NIC Board of Directors again makes the determination under Section 6.3(d)(i) (after in good faith taking into account any amendments to this Agreement proposed by Tyler) or (ii) under Section 6.3(d)(ii), NIC shall provide Tyler with four-Business Days’ prior written notice advising Tyler that the NIC Board of Directors intends to take such action and specifying the material terms and conditions of the Acquisition Proposal, including a copy of any proposed definitive documentation, and, during such four-Business Day period (which period shall expire at 11:59 p.m., Central Time, on the fourth Business Day), NIC shall cause its executive officers and direct its other Representatives to negotiate in good faith (to the extent Tyler desires to negotiate) any proposal by Tyler to amend the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal, and at the end of such four-Business Day period (which period shall expire at 11:59 p.m., Central Time, on the fourth Business Day) the NIC Board of Directors again makes the determination under Section 6.3(d)(ii) (after in good faith taking into account the amendments to this Agreement proposed by Tyler). With respect to Section 6.3(e)(ii), i f there are any material amendments, revisions, or changes to the material terms of any such Superior Proposal (including any revision to the amount, form, or mix of consideration NIC Stockholders would receive as a result of the Superior Proposal), NIC shall notify Tyler of each such amendment, revision, or change in compliance with Section 6.3(c) and the applicable four-Business Day period shall be extended until at least two Business Days after the time that Tyler receives notification from NIC of each such revision, and the NIC Board of Directors shall not take any such action permitted under Section 6.3(d)(ii) prior to the end of any such period (which period shall expire at 11:59 p.m., Central Time, on the applicable day) as so extended in accordance with the terms of this Section 6.3(e). (Page 37)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
6.3          No Solicitation by NIC. <omitted>  With respect to Section 6.3(e)(ii), i f there are any material amendments, revisions, or changes to the material terms of any such Superior Proposal (including any revision to the amount, form, or mix of consideration NIC Stockholders would receive as a result of the Superior Proposal), NIC shall notify Tyler of each such amendment, revision, or change in compliance with Section 6.3(c) and the applicable four-Business Day period shall be extended until at least two Business Days after the time that Tyler receives notification from NIC of each such revision, and the NIC Board of Directors shall not take any such action permitted under Section 6.3(d)(ii) prior to the end of any such period (which period shall expire at 11:59 p.m., Central Time, on the applicable day) as so extended in accordance with the terms of this Section 6.3(e). (Page 37)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
Section 5.2. Go-Shop; Acquisition Proposals. <omitted> (c) <omitted> (iii) <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/Termination and the Company shall be required to comply again with the requirements of clauses (i)-(iii) above; provided, however, that references to the four (4) Business Day period above shall then be deemed to be references to a two (2) Business Day period following receipt by Parent of any such new Notice of Change of Recommendation/Termination (it being understood that no such new Notice of Change of Recommendation/Termination shall reduce the initial four (4) Business Day period). (Page 49)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
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> and the Company shall be required to comply again with the requirements of clauses (i)-(iii) above; provided, however, that references to the four (4) Business Day period above shall then be deemed to be references to a two (2) Business Day period following receipt by Parent of any such new Notice of Change of Recommendation (Page 49)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 2 business days or less
SECTION 7.8. No Solicitation. <omitted> (d) <omitted> (iii) the Company has given Parent <omitted> notice of the Company Board’s intention to make a Company Adverse Recommendation Change <omitted> not earlier than 11:59 p.m. New York time on the fifth Business Day after Parent receives such <omitted> notice <omitted> (4) after considering the results of negotiations <omitted> , the Company Board shall have determined in good faith that such Acquisition Proposal remains a Superior Proposal, <omitted> For clarity, the provisions of this Section 7.8(d) shall also apply to any amendment to the financial terms or any other material amendment to any Acquisition Proposal (except that any reference to five Business Days shall instead be three Business Days) or any successive Acquisition Proposals. (Pages 76-77)

Question: Agreement provides for matching rights in connection with COR
Category: Deal Protection and Related Provisions
Answer: 3 business days