{'index': 3, 'text': ') Prior to the Company taking any action permitted (i) under Section 6.2(d)(i), (A) the Company shall provide Parent with three (3) business days’ prior written notice advising Parent that it intends to effect a Change of Recommendation and specifying, in reasonable detail, the reasons therefor, and during such three (3) business day period, the Company shall make its Representatives available to discuss and negotiate in good faith any proposal by Parent to amend the terms and conditions of this Agreement, and (B) at the end of the three (3) business day period, the Company Board of Directors determines in good faith that the failure to make a Change of Recommendation, in light of such Intervening Event and taking into account any adjustments to the terms and conditions of this Agreement agreed to or proposed by Parent, as a result of any discussions or negotiations, would be reasonably likely to result in a breach of the Company Board of Directors’ fiduciary duties under applicable Law, or (ii) under Section 6.2(d)(ii), (A) the Company shall provide Parent with three (3) business days’ prior written notice advising Parent that the Company Board of Directors intends to take such action and specifying the material terms and conditions of the Acquisition Proposal and attaching the most current draft of any written agreement providing for the transactions contemplated by such Acquisition Proposal (including all ancillary\n \n-43-\n________________________________________\nagreements and any financing commitments), and during such three (3) business day period, the Company shall make its Representatives available to discuss and negotiate in good faith any proposal by Parent to amend the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal, and (B) at the end of the three (3) business day period, the Company Board of Directors determines in good faith that the failure to make a Change of Recommendation, after taking into account any adjustments to the terms and conditions of this Agreement agreed to or proposed by Parent as a result of any discussions or negotiations, would be reasonably likely to result in a breach by the Company Board of Directors of its fiduciary duties under applicable Law; provided, however, each time a material modification to the terms of an Alternative Proposal determined to be a Superior Proposal is made (it being understood and agreed that any amendment to the financial terms or other material terms shall be deemed to be a material modification), the Company shall notify Parent of such modification and the time period set forth in Section 6.2(e)(ii)(B) shall recommence and be extended for three (3) business days from the day of such notification.\n\n'}
Instruction: Read the segment of a merger agreement and answer the multiple-choice question by choosing the option that best characterizes the agreement.
Question: Is Change of Recommendation permitted in response to an intervening event?
Option A: No
Option B: Yes

Merger Agreement: 6.1    No Solicitation. <omitted>  Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (including the provisions of this Section 6.1), at any time prior to receipt of the Company Stockholder Approval, the Company Board may effect a Company Board Recommendation Change in response to a Superior Proposal or an Intervening Event if: (i) the Company Board shall have determined in good faith (after consultation with outside counsel and outside financial advisor) that the failure to effect a Company Board Recommendation Change would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; (ii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to this Section 6.1 with respect to an Acquisition Proposal underlying such Company Board Recommendation Change; (iii) the Company has notified the Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons for such Company Board Recommendation Change (a “Recommendation Change Notice”) (it being understood that the Recommendation Change Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement); (iv) if requested by the Parent, the Company shall have made its Representatives available to negotiate (to the extent that Parent desires to so negotiate) with the Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to the Parent of such Recommendation Change Notice; and (v) if the Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside counsel), after considering the terms of such offer by the Parent, that the failure to effect a Company Board Recommendation Change would still be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; provided, however, that in the event of any material revisions to an Acquisition Proposal underlying a potential Company Board Recommendation Change, the Company will be required to notify Parent of such revisions and the applicable three (3) Business Day period described above shall be extended until two (2) Business Days after the time Parent receives notification from the Company of such revisions. (Page 34)
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: Is Change of Recommendation permitted in response to an intervening event?
Option A: No
Option B: Yes
Answer: