{'index': 5, 'text': 'SECTION 5.02. No Solicitation; Company Recommendation. (b) Notwithstanding anything to the contrary set forth in this Section 5.02 or elsewhere in this Agreement, but subject to the limitations set forth in this Section 5.02(b) and Section 5.02(c), at all times during the period commencing on the date of this Agreement and continuing until the Company’s receipt of the Requisite Stockholder Approval, the Board of Directors of the Company may, directly or indirectly through one or more Representatives, (i) participate or engage in discussions or negotiations with any Person that has made a bona fide unsolicited written Acquisition Proposal after the date hereof which did not result from a knowing breach of this Section 5.02, and/or (ii) furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books, records or other non-public information, or to the personnel of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement, to any Person that has made a bona fide unsolicited written Acquisition Proposal after the date hereof which did not result from a knowing breach of this Section 5.02; provided, that (A) the Board of Directors of the Company determines in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or could reasonably be expected to result in a Superior Proposal and at the time of taking such action, such Acquisition Proposal continues to constitute or remains reasonably expected to result in a Superior Proposal, (B) contemporaneously with furnishing any non-public information to such Person, the Company makes available such non-public information to Parent (to the extent such information has not been previously made available to Parent; provided, that nothing in this Agreement shall require the Company or any of its Subsidiaries to make available any information that would cause a violation of any contract to which the Company or any of its Subsidiaries is a party as in effect on the date hereof or any contract entered into by the Company or any of its Subsidiaries in compliance with Section 5.01 (in either case, an “Allowed Contract”, which term shall not include any contract entered into compliance with Section 5.01 if such term is included in such contract for the purpose of creating violations of such type), would cause a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of applicable Laws, it being understood that the Company shall use reasonable best efforts to enter into an additional joint defense arrangement if necessary to avoid the application of the foregoing restrictions on disclosure and shall use reasonable best efforts to avoid entry into any arrangement that would cause such restrictions to apply to disclosures to Parent), (C) upon receipt of such Acquisition Proposal, the Company promptly (and in any event within twenty-four (24) hours) provides Parent (1) a copy of any such Acquisition Proposal made in writing or (2) a summary of the material terms of any such Acquisition Proposal not made in writing, together with information known to the Company relating to the identity of the Person making such Acquisition Proposal including if it is not an issuer with equity securities registered with the SEC, its direct and indirect investors, and (D) the Company gives Parent prior written notice (which prior written notice shall be given, to the extent practicable, at least twelve (12) hours in advance), of the Company’s intention to participate or engage in discussions or negotiations with, or furnish non public-information or afford access to, such Person. (https://www.sec.gov/Archives/edgar/data/1495569/000119312511225807/dex21.htm)\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: 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
Answer: