theatticusproject/maud huggingface dataset:
6.3           No Solicitation by the Company. <omitted> (d)          Notwithstanding anything in this Agreement to the contrary, the Company, directly or indirectly through one or more of its Representatives, may: 
<omitted> 
(ii)              prior to the receipt of the Company Stockholder Approval, engage in the activities prohibited by Sections 6.3(b)(ii) and 6.3(b) (iii) with any Person if (A) the Company receives a written, bona fide Company Competing Proposal from such Person that was not solicited at any time following the execution of this Agreement and (B) such Company Competing Proposal did not arise from a material breach of the obligations set forth in this Section 6.3; provided, however, that (1) no non-public information that is prohibited from being furnished pursuant to Section 6.3(b) may be furnished until the Company receives an executed confidentiality agreement from such Person containing limitations on the use and disclosure of nonpublic information furnished to such Person by or on behalf of the Company that are no less favorable to the Company in the aggregate than the terms of the Confidentiality Agreement, as determined by the Company Board (or any committee thereof) in good faith after consultation with its outside legal counsel; provided, further, that such confidentiality agreement does not contain provisions that prohibit the Company from complying with the provisions of this Section 6.3, and (2) prior to taking any such actions, the Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Company Competing Proposal is, or could reasonably be expected to lead to, a Company Superior Proposal; (Page 25)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
6.3           No Solicitation by the Company. <omitted> (d)          <omitted> the Company, directly or indirectly through one or more of its Representatives, may: 
<omitted> 
(ii)              <omitted> engage in the activities prohibited by Sections 6.3(b)(ii) and 6.3(b) (iii) with any Person if (A) the Company receives a <omitted> Company Competing Proposal from such Person that was not solicited at any time following the execution of this Agreement <omitted> ; <omitted> provided <omitted> that <omitted> the Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Company Competing Proposal is, or could reasonably be expected to lead to, a Company Superior Proposal; (Page 25)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
Section 5.2. Acquisition Proposals. <omitted> (b) Notwithstanding anything to the contrary contained in Section 5.2(a) or elsewhere in this Agreement, at any time following the date of this Agreement and prior to the Expiration Date, if the Company, directly or indirectly through one or more of its Representatives, receives a written unsolicited and bona fide Acquisition Proposal that did not result from a breach of this Section 5.2, the Company and its Representatives may contact the Person or group of Persons making such Acquisition Proposal to clarify the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal, and may (i) provide information to such Person or group of Persons (including their respective Representatives and prospective equity and debt financing sources) if the Company receives from such Person or group of Persons (or has received from such Person or group of Persons) an executed confidentiality agreement containing terms that are not less favorable in any material respect to the Company than those contained in the Confidentiality Agreement, except that such confidentiality agreement need not contain any standstill or similar provision (an “Acceptable Confidentiality Agreement”); provided, that the Company shall make available to Parent and Merger Sub any non-public information concerning the Company or its Subsidiaries that is provided to any such Person or group of Persons which was not previously made available to Parent or Merger Sub substantially concurrently (and in any event within twenty-four (24) hours thereafter), and (ii) engage or participate in any discussions or negotiations with such Person or group of Persons, if prior to taking any action described in clause (i) or (ii) above, (A) the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee determine in good faith after consultation with their financial advisor and outside legal counsel that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal and (B) the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee determine in good faith after consultation with their outside legal counsel that failure to take such action would be reasonably likely to be inconsistent with their fiduciary obligations under applicable Law. (Page 22)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
Section 5.2. Acquisition Proposals. <omitted> (b) <omitted> if the Company, <omitted> receives a <omitted> unsolicited <omitted>  Acquisition Proposal <omitted> the Company and its Representatives may contact the Person or group of Persons making such Acquisition Proposal to clarify the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal, and may (i) provide information to such Person or group of Persons (including their respective Representatives and prospective equity and debt financing sources) if the Company receives from such Person or group of Persons (or has received from such Person or group of Persons) an executed confidentiality agreement containing terms that are not less favorable in any material respect to the Company than those contained in the Confidentiality Agreement, except that such confidentiality agreement need not contain any standstill or similar provision (an “Acceptable Confidentiality Agreement”); <omitted> and (ii) engage or participate in any discussions or negotiations with such Person or group of Persons, if prior to taking any action described in clause (i) or (ii) above, (A) the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee determine in good faith after consultation with their financial advisor and outside legal counsel that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal and (B) the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee determine in good faith after consultation with their outside legal counsel that failure to take such action would be reasonably likely to be inconsistent with their fiduciary obligations under applicable Law. (Page 22)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
Section 6.02. Acquisition Proposals; Change of Recommendation. <omitted> (b) Exceptions to No Solicitation. Notwithstanding anything to the contrary set forth in Section 6.02(a), but subject to the provisions of Section 6.02(c), prior to the Offer Acceptance Time, in response to an unsolicited, bona fide written Acquisition Proposal that did not arise from a breach of the obligations set forth in this Section 6.02, the Company may: (i) provide non-public information and data concerning the Company and its Subsidiaries and access to the Company and its Subsidiaries’ properties, books and records in response to a request by the Person or Group who made such Acquisition Proposal; provided that to the extent applicable, correct and complete copies of such information or data or such access have previously been made available to Parent, or are made available to Parent prior to or concurrently with the time such information and/or access is made available to such Person or Group, and prior to providing any such information or data or such access, the Company and the Person or Group making such Acquisition Proposal shall have entered into a confidentiality agreement with terms no less restrictive to such Person or Group than the terms in the Confidentiality Agreement are to Parent (it being understood that such confidentiality agreement need not contain a “standstill” provision, but shall not include any restrictions that could reasonably be expected to restrain the Company from satisfying its obligations contemplated by Section 6.02(c)) (any confidentiality agreement satisfying such criteria, a “Permitted Confidentiality Agreement”); provided, however, that if the Person or Group making such Acquisition Proposal is a competitor of the Company or Parent, the Company shall not provide any competitively sensitive information to such Person in connection with any actions permitted by this Section 6.02(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group regarding such Acquisition Proposal, if prior to taking any action described in clause (i) or this clause (ii) of this Section 6.02(b), the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal. (Page 72)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
Section 6.02. Acquisition Proposals; Change of Recommendation. <omitted> (b) Exceptions to No Solicitation. <omitted> in response to an unsolicited <omitted> Acquisition Proposal <omitted> , the Company may: (i) provide non-public information and data concerning the Company and its Subsidiaries and access to the Company and its Subsidiaries’ properties, books and records in response to a request by the Person or Group who made such Acquisition Proposal; <omitted> and (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group regarding such Acquisition Proposal, if <omitted> the Company Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal. (Page 72)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
Section 6.4 No Company Solicitation. <omitted> (b) Notwithstanding anything in Section 6.4(a) to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company receives a written Company Acquisition Proposal made after the date hereof that does not result from a breach of the obligations set forth in Section 6.4(a), and if the Company Board determines in good faith (after consultation with outside legal counsel and a nationally recognized financial advisor) that such Company Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Company Acquisition Proposal, (i) the Company may enter into an Acceptable Company Confidentiality Agreement with the Person making such Company Acquisition Proposal; (ii) the Company and its Representatives may provide information (including nonpublic information) in response to a request for such information by such Person, subject to such Acceptable Company Confidentiality Agreement; provided that any information provided to such Person that is not publicly available on EDGAR, including if such information is posted to an electronic data room, shall be provided to Parent prior to or substantially concurrently with the time it is provided to such Person; and (iii) the Company and its Representatives may engage in discussions or negotiations with respect to such Company Acquisition Proposal with such Person and its Representatives. (Page 61)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
Section 6.4 No Company Solicitation. <omitted> (b) <omitted> if <omitted> the Company receives a <omitted> Company Acquisition Proposal <omitted> , and if the Company Board determines in good faith (after consultation with outside legal counsel and a nationally recognized financial advisor) that such Company Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Company Acquisition Proposal, (i) the Company may enter into an Acceptable Company Confidentiality Agreement with the Person making such Company Acquisition Proposal; (ii) the Company and its Representatives may provide information (including nonpublic information) in response to a request for such information by such Person, subject to such Acceptable Company Confidentiality Agreement; provided that any information provided to such Person that is not publicly available on EDGAR, including if such information is posted to an electronic data room, shall be provided to Parent prior to or substantially concurrently with the time it is provided to such Person; and (iii) the Company and its Representatives may engage in discussions or negotiations with respect to such Company Acquisition Proposal with such Person and its Representatives. (Page 61)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
6.2 Solicitation of Transactions. <omitted> 

(b)           No-Shop Period.  <omitted> (ii)           Notwithstanding anything to the contrary herein, if at any time following the date hereof and prior to the time the Requisite Company Vote is obtained, in response to a bona fide written Acquisition Proposal that was not solicited in breach of Section 6.2(b)(i) (except to the extent solicited in accordance with Section 6.2(a)) that the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) is, or could reasonably be expected to lead to, a Superior Proposal, the Company may, subject to compliance with Section 6.2, (x) furnish information regarding the Company and the Company Subsidiaries to the person making such Acquisition Proposal (and its Representatives) pursuant to an Acceptable Confidentiality Agreement; provided, that all such information has previously been provided to Parent or is provided to Parent prior to or promptly following the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, but only if and to the extent that in connection with the foregoing clauses (x) and (y), the Company Board determines in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. In addition, notwithstanding the foregoing, prior to the time the Requisite Company Vote is obtained, the Company may, solely to the extent the Company Board determines in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, not enforce any confidentiality, standstill or similar agreement to which the Company or any Company Subsidiary is a party for the sole purpose of allowing the other party to such agreement to submit an Acquisition Proposal that will constitute, or could reasonably likely lead to, a Superior Proposal, that did not, in each case, result from a breach by the Company of Section 6.2(b)(i). (Page 30)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
6.2 Solicitation of Transactions. <omitted> 

(b)           No-Shop Period.  <omitted> (ii)           <omitted> in response to a <omitted> Acquisition Proposal <omitted> that the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) is, or could reasonably be expected to lead to, a Superior Proposal, the Company may <omitted> (x) furnish information regarding the Company and the Company Subsidiaries to the person making such Acquisition Proposal (and its Representatives) pursuant to an Acceptable Confidentiality Agreement; provided, that all such information has previously been provided to Parent or is provided to Parent prior to or promptly following the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, but only if and to the extent that in connection with the foregoing clauses (x) and (y), the Company Board determines in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. (Page 30)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
7.2. Acquisition Proposals. <omitted> (b) Notwithstanding anything to the contrary in Section 7.2(a), if Bryn Mawr or any of its Representatives receives an unsolicited, bona fide written Acquisition Proposal by any Person at any time prior to the Bryn Mawr Shareholder Approval that did not result from or arise in connection with a breach of Section 7.2(a), Bryn Mawr and its Representatives may, prior to (but not after) the Bryn Mawr Meeting, take the following actions if the board of directors of Bryn Mawr (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with Bryn Mawr’s financial advisors and outside legal counsel), that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such actions would reasonably likely cause it to violate its fiduciary duties under applicable Law, and (ii) obtained from such Person an executed confidentiality agreement containing terms at least as restrictive with respect to such Person as the terms of the Confidentiality Agreement is in each provision with respect to WSFS (and such confidentiality agreement shall not provide such Person with any exclusive right to negotiate with Bryn Mawr): (A) furnish information to (but only if Bryn Mawr shall have provided such information to WSFS prior to furnishing it to any such Person), and (B) enter into discussions and negotiations with, such Person with respect to such unsolicited, bona fide written Acquisition Proposal. (Page 52)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
7.2. Acquisition Proposals. <omitted> (b) <omitted> if Bryn Mawr or any of its Representatives receives an <omitted> Acquisition Proposal by any Person <omitted> Bryn Mawr and its Representatives may, prior to (but not after) the Bryn Mawr Meeting, take the following actions if the board of directors of Bryn Mawr (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with Bryn Mawr’s financial advisors and outside legal counsel), that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and that the failure to take such actions would reasonably likely cause it to violate its fiduciary duties under applicable Law, and (ii) obtained from such Person an executed confidentiality agreement containing terms at least as restrictive with respect to such Person as the terms of the Confidentiality Agreement is in each provision with respect to WSFS (and such confidentiality agreement shall not provide such Person with any exclusive right to negotiate with Bryn Mawr): (A) furnish information to (but only if Bryn Mawr shall have provided such information to WSFS prior to furnishing it to any such Person), and (B) enter into discussions and negotiations with, such Person with respect to such unsolicited, bona fide written Acquisition Proposal. (Page 52)

Question: Fiduciary exception:  Board determination (no-shop)
Category: Deal Protection and Related Provisions
Answer: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer