{'index': 1, 'text': '7.2. Acquisition Proposals; Change of Recommendation.\n(b) Exceptions to No Solicitation: Notwithstanding anything to the contrary set forth in this Section 7.2, but subject to the provisions of Section 7.2(c), after the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, the Company, its Subsidiaries and its and their respective Representatives may, in response to an unsolicited bona fide written Acquisition Proposal that is made after the execution and delivery of this Agreement (but only if the Company did not violate (other than in immaterial respects) any provision of this Section 7.2 with respect to the Person or Group making such Acquisition Proposal): \n\n(.....) (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group and their Representatives regarding such Acquisition Proposal (it being understood that, notwithstanding the remainder of this clause (ii), the Company and its Representatives may at any time contact in writing any such Person or Group to the extent necessary to clarify the terms and conditions of such Acquisition Proposal, so long as a copy of such written communication is promptly provided to Parent), if, prior to taking any action described in clause (i) or this clause (ii) of this Section 7.2(b), the Company Board determines in good faith, after consultation with outside legal counsel, that based on the information then available, including the terms and conditions of such Acquisition Proposal and those of this Agreement, and after consultation with an independent financial advisor of nationally recognized reputation, that (A) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and (B) the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. (FROM: https://www.sec.gov/Archives/edgar/data/1089143/000149315220022778/ex2-1.htm)'}
Instruction: Read the segment of a merger agreement and answer the multiple-choice question by choosing the option that best characterizes the agreement.
Question: What standard should the board follow when determining whether to change its recommendation in connection with a superior offer?
Option A: "Breach" of fiduciary duties
Option B: "Inconsistent" with fiduciary duties
Option C: "Reasonably likely/expected breach" of fiduciary duties
Option D: "Reasonably likely/expected to be inconsistent" with fiduciary duties
Option E: "Reasonably likely/expected violation" of fiduciary duties
Option F: "Required to comply" with fiduciary duties
Option G: "Violation" of fiduciary duties
Option H: More likely than not violate fiduciary duties
Option I: None
Option J: Other specified standard

Merger Agreement: Section 5.2. No Solicitation. <omitted>  (c)    Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may make a Change in Recommendation in response to an unsolicited bona fide written Acquisition Proposal or cause the Company to enter into an Alternative Acquisition Agreement concerning an Acquisition Proposal, in each case only if:   (i)    such Acquisition Proposal or Superior Proposal did not result from a breach of Section 5.2(a);   (ii)the Company Board (or a committee thereof) determines in good faith (A) after consultation with the Company’s outside legal counsel and Independent Financial Advisor, that such Acquisition Proposal constitutes a Superior Proposal and (B) after consultation with the Company’s outside legal counsel, that in light of such Acquisition Proposal, a failure to make a Change in Recommendation or to cause the Company to enter into such Alternative Acquisition Agreement would be inconsistent with the Company Board’s fiduciary obligations to the Company’s stockholders under the DGCL; (Page 27)
Answer: B

Merger Agreement: {{text}}
Answer:
Instruction: Read the segment of a merger agreement and answer the multiple-choice question by choosing the option that best characterizes the agreement.
Question: What standard should the board follow when determining whether to change its recommendation in connection with a superior offer?
Option A: "Breach" of fiduciary duties
Option B: "Inconsistent" with fiduciary duties
Option C: "Reasonably likely/expected breach" of fiduciary duties
Option D: "Reasonably likely/expected to be inconsistent" with fiduciary duties
Option E: "Reasonably likely/expected violation" of fiduciary duties
Option F: "Required to comply" with fiduciary duties
Option G: "Violation" of fiduciary duties
Option H: More likely than not violate fiduciary duties
Option I: None
Option J: Other specified standard
(.....) (ii) engage or otherwise participate in any discussions or negotiations with any such Person or Group and their Representatives regarding such Acquisition Proposal (it being understood that, notwithstanding the remainder of this clause (ii), the Company and its Representatives may at any time contact in writing any such Person or Group to the extent necessary to clarify the terms and conditions of such Acquisition Proposal, so long as a copy of such written communication is promptly provided to Parent), if, prior to taking any action described in clause (i) or this clause (ii) of this Section 7.2(b), the Company Board determines in good faith, after consultation with outside legal counsel, that based on the information then available, including the terms and conditions of such Acquisition Proposal and those of this Agreement, and after consultation with an independent financial advisor of nationally recognized reputation, that (A) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and (B) the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. (FROM: https://www.sec.gov/Archives/edgar/data/1089143/000149315220022778/ex2-1.htm)
Answer: