{'index': 6, 'text': '(a) Subject to the provisions of Section 7.04(c) and (d), neither of the Company or any Subsidiary shall, nor shall either of them authorize or permit any of the directors, officers, employees, agents, advisors and other retained representatives (including any investment banker, attorney or accountant) of the Company or any Subsidiary, to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing nonpublic information), or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any Competing Transaction, (ii) enter into or maintain or continue discussions or negotiations with any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, or (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or other contract, agreement, commitment or understanding contemplating or otherwise relating to any Competing Transaction (other than an Acceptable Confidentiality Agreement as contemplated by Section 7.04(c)); provided, however, that nothing in this Section 7.04 shall preclude the Company or its representatives from contacting any person for the sole purpose of complying with the penultimate sentence of this Section 7.04(a). The Company shall, and shall direct or cause its and its Subsidiaries\' directors, officers, employees, agents, advisors and other retained representatives to (i) immediately cease and cause to be terminated any discussions or negotiations with any parties that may have been conducted heretofore with respect to a Competing Transaction and (ii) cause any physical or virtual data room (including, for the avoidance of doubt, the Data Room) no longer to be accessible to or by any person other than Parent and its representatives, affiliates and advisors and the Company and its representatives, affiliates and advisors. The Company shall not release any third person from or waive any provision of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party unless the Board determines in good faith after consultation with outside legal counsel that it would be inconsistent with its fiduciary duties to not provide such release or waiver.\n          (b) The Company shall notify Parent promptly orally and then promptly in writing (and in no event later than forty-eight (48) hours) after it or any of its Subsidiaries has received any proposal, inquiry or offer (or any amendment thereto) that constitutes, or is reasonably likely to lead to, a Competing Transaction, any request for discussions or negotiations in connection with a Competing Transaction or a potential Competing Transaction or any request for access to the properties or books and records of the Company or any of its Subsidiaries. Such notice shall include a description of the terms and conditions of, and the identity of the person making any proposal, inquiry, offer or request (including any amendments thereto) regarding a Competing Transaction.\n          (c) Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the affirmative vote of the holders of a majority of the outstanding Shares in favor of adoption of this Agreement (the "Company Required Vote"), the Company may furnish information to, including nonpublic information, and enter into discussions or negotiations with, a person who has made an unsolicited, written, bona fide proposal or offer regarding a Competing Transaction, if the Board has (i) determined, in good faith after consultation with its financial advisor and outside legal counsel, that such Competing Transaction is, or is reasonably likely to lead to, a Superior Proposal, (ii) determined, in good faith after consultation with outside legal counsel, that, in light of such determination that such Competing Transaction is, or is reasonably likely to lead to, a Superior Proposal, the failure to furnish such information or enter into such discussions or negotiations would be inconsistent with its fiduciary obligations under applicable Law, (iii) provided written notice to Parent of its determinations described in clauses (i) and (ii) above and provided the required information pursuant to Section 7.04(b), and (iv) obtained from such person an executed confidentiality agreement on terms no less favorable to the Company than those contained in the Confidentiality Agreement, including a standstill provision substantially similar to the standstill provision included in the Confidentiality Agreement (it being understood that such confidentiality agreement or any other related agreement shall not include any provision having the effect of prohibiting the Company from satisfying its material obligations under this Agreement) (an "Acceptable Confidentiality Agreement").\n          (d) The Company may, prior to obtaining the Company Required Vote, (i) withdraw, amend, modify or qualify, in any manner adverse to Parent, the recommendation of the Board of this Agreement and the Merger in favor of a Superior Proposal (a "Change in Board Recommendation"); and (ii) accept, approve, endorse or recommend a Superior Proposal, but in each case, if and only to the extent that:\n               (i) The Company shall have received an unsolicited bona fide written Competing Transaction from such person (in circumstances not involving any breach of this Section 7.04);\n               (ii) The Board shall have determined, in good faith after consultation with its financial advisor and outside legal counsel, that such Competing Transaction constitutes a Superior Proposal;\n               (iii) The Board shall have determined, in good faith after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary obligations under applicable Law;\n               (iv) The Company shall have provided written notice to Parent at least three (3) Business Days prior to making such Change in Board Recommendation or publicly announcing that it may make such Change in Board Recommendation which notice shall state expressly (A) that the Company has received a Superior Proposal, (B) a description of the final terms and conditions of, and the identity of the person or persons making the Superior Proposal and a copy of the latest draft of the agreement with respect to such Superior Proposal (and any amendments thereto) and (C) that the Board intends to effect a Change in Board Recommendation (and the Board shall keep Parent reasonably apprised of any developments with respect to such Superior Proposal, including any changes in any material terms during such period);\n               (v) The Company shall have provided Parent with a reasonable opportunity to make such changes or adjustments in the terms and conditions of this Agreement during such three (3) Business Day period, and negotiate in good faith with respect thereto, as would enable the Board to proceed with its recommendation to the Company\'s stockholders in favor of adoption of this Agreement without making a Change in Board Recommendation; and\n               (vi) The Board shall have determined in good faith (A) after consultation with its financial advisor and outside legal counsel, that the Superior Proposal continues to be a Superior Proposal as compared to the terms and conditions of the Merger and this Agreement as proposed to be changed or adjusted by Parent and (B) after consultation with outside legal counsel, that the failure to effect a Change in Board Recommendation would be inconsistent with its fiduciary obligations under applicable Law, and has given Parent written notice of such determination promptly upon such determination.\nNotwithstanding the foregoing, the Company shall not be entitled to enter into any definitive agreement with respect to a Superior Proposal unless this Agreement has been, or concurrently is, terminated by its terms pursuant to Section 9.01(c)(i) or Section 9.01(d)(i) and the Company has paid, or concurrently with such termination pays, the Fee due to Parent pursuant to Section 9.03.\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: Under what circumstances could the Board take actions on a different acquisition proposal notwithstanding the no-shop provision?
Option A: If failure to take actions would lead to "breach" of fiduciary duties
Option B: If failure to take actions would be "inconsistent" with fiduciary duties
Option C: If failure to take actions would lead to "reasonably likely/expected breach" of fiduciary duties
Option D: If failure to take actions would lead to "reasonably likely/expected to be inconsistent" with fiduciary duties
Option E: If failure to take actions would lead to "reasonably likely/expected violation" of fiduciary duties
Option F: If taking such actions is "required to comply" with fiduciary duties
Option G: If failure to take actions would lead to "violation" of fiduciary duties
Option H: Under no circumstances could the Board do so.
Option I: Other circumstances

Merger Agreement: Section 5.4 No Company Solicitation. <omitted> (b) Notwithstanding anything in Section 5.4(a) to the contrary, until the Company Stockholder Approval is obtained, if the Company receives a bona fide written Alternative Acquisition Proposal made after the date hereof that does not result from a material breach of this Section 5.4, and the Company Board determines in good faith (after consultation with outside legal counsel and a nationally recognized financial advisor) that such Alternative Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Acquisition Proposal, (i) the Company may negotiate and enter into an Acceptable Confidentiality Agreement with the Person making such Alternative Acquisition Proposal; provided, that the Company shall promptly (and in no event later than twenty-four (24) hours after execution thereof) deliver a copy of such Acceptable Confidentiality Agreement to Parent, (ii) following entry into such Acceptable Confidentiality Agreement by the Company, the Company and its Representatives may provide information (including nonpublic information) subject to such executed Acceptable Confidentiality Agreement; provided, that any nonpublic information provided to such Person, including if 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 discussion or negotiations for such Alternative Acquisition Proposal with such Person and its Representatives. (Page 59)
Answer: H

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: Under what circumstances could the Board take actions on a different acquisition proposal notwithstanding the no-shop provision?
Option A: If failure to take actions would lead to "breach" of fiduciary duties
Option B: If failure to take actions would be "inconsistent" with fiduciary duties
Option C: If failure to take actions would lead to "reasonably likely/expected breach" of fiduciary duties
Option D: If failure to take actions would lead to "reasonably likely/expected to be inconsistent" with fiduciary duties
Option E: If failure to take actions would lead to "reasonably likely/expected violation" of fiduciary duties
Option F: If taking such actions is "required to comply" with fiduciary duties
Option G: If failure to take actions would lead to "violation" of fiduciary duties
Option H: Under no circumstances could the Board do so.
Option I: Other circumstances
Answer: