Sansaboo/maud huggingface dataset:
7.3. Expenses and Termination Fees. <omitted> (b) Company Payment. The Company shall pay to Parent a cash amount equal to $197,000,000 (the “Termination Fee”) in the event that this Agreement is terminated: (i) pursuant to Section 7.1(g), (ii) pursuant to either Section 7.1(b) or Section 7.1(d) at a time when Parent would have been entitled to terminate pursuant to Section 7.1(g), (iii) pursuant to Section 7.1(h) or (iv) pursuant to either Section 7.1(b) (prior to the Company receiving the Company Stockholder Approval), Section 7.1(d) or Section 7.1(f) and, in the case of this clause (iv), (A) after the Agreement Date and prior to such termination, an Acquisition Proposal with respect to the Company was publicly disclosed and not publicly withdrawn, and (B) within 12 months following the termination of this Agreement, either an Acquisition with respect to the Company is consummated or the Company enters into a Contract providing for an Acquisition that is subsequently consummated (even if consummated following such 12-month period). The Company shall pay to Parent the Termination Fee by wire transfer of immediately available funds to an account designated by Parent promptly but in no event later than: (A) for a termination described in clause (i) or (ii), within two Business Days after the date of such termination, (B) for a termination described in clause (iii), prior to or concurrently with such termination or (C) for a termination described in clause (iv), within two Business Days after the date of the consummation of such Acquisition. (Page 78)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (B) within twelve (12) months after such termination, any Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to any Company Acquisition Proposal that is subsequently consummated  (Page 88)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Section 7.2 Effect of Termination. <omitted> (b) Company Termination Fee. <omitted> (ii) In the event that this Agreement is terminated <omitted> (B) within 12 months of the date of any termination referred to in clause (A) the Company enters into an Acquisition Agreement with respect to, or consummates, any Acquisition Proposal (provided that for purposes of this Section 7.2(b)(ii), the references to “15%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”), then the Company shall, within two Business Days of the earlier of the date such Acquisition Proposal is consummated or any such Acquisition Agreement is entered into, pay to Parent by wire transfer of immediately available funds to an account designated by Parent the Company Termination Fee.  (Page 86)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Section 7.3 Fees and Expenses. (a) In the event that:
<omitted>

(B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(b)(ii), or Section 7.1(b)(iii), by the Company pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), or by Parent pursuant to Section 7.1(c)(i), then if, concurrently with or within twelve (12) months after the date of any such termination, any of the Acquired Companies enters into a definitive agreement with respect to any Company Competing Proposal or any transaction if offered prior to the termination of this Agreement would have constituted a Company Competing Proposal, the Company shall pay to Parent or its designee by wire transfer of immediately available funds to the account or accounts designated by Parent or such designee the Termination Fee substantially concurrently with the entry into such definitive agreement;  (Page 67)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Section 7.3.Expenses; Termination Fee. <omitted> (b) If: (i)(A) this Agreement is terminated by Parent or the Company <omitted> (C) within 12 months after such termination, the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an


Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated (with all references to “15%” in the definition of Acquisition Proposal being treated as “50%” for purposes of this clause (C));  (Pages 34-35)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
8.3 Fees and Expenses. <omitted> (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into (provided that for purposes of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasion. (Page 78)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Section 8.3            Termination Fees. (a)            Company Termination Fee <omitted> (ii)            In the event that this Agreement is terminated by Parent or the Company <omitted> (B) concurrently with, or within 12 months after, such termination, the Company either (I) consummates a transaction that constitutes an Acquisition Proposal or (II) enters into a definitive agreement to engage in a transaction that constitutes an Acquisition Proposal (provided that for all purposes of this Section 8.3(a)(ii), the term Acquisition Proposal shall have the meaning assigned to such term in Article I, except that the references to “20%” shall be deemed to be references to 50%), then the Company shall pay to Parent the Company Termination Fee concurrently with, and as a condition to, the earlier of the consummation of the applicable transaction and the entry into a definitive agreement with respect to the applicable transaction.  (Page 51)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Section 10.3    Fees and Expenses. <omitted> (c)    If (i) an Acquisition Proposal with respect to the Company shall have been communicated to or otherwise made known to the Company shareholders or the Company Board, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company after the date of this Agreement, (ii) thereafter this Agreement is terminated by the Company or Nicolet pursuant to (A) Section 10.1(e) based on the failure to obtain the Company Shareholder Approval or (B) Section 10.1(d)(iii) based on the failure to obtain the Company Shareholder Approval, and (iii) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive written agreement with any Person with respect to such Acquisition Proposal referred to in Section 10.3(c)(i), then the Company shall pay to Nicolet, within two (2) Business Days after execution of such definitive written agreement, the Termination Fee by wire transfer of immediately available funds to such account as Nicolet shall designate. (Page 56)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Section 8.3 Expenses and Other Payments. <omitted> (c)    If (i) (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval) or pursuant to Section 8.1(b)(ii) (Outside Date) at any time when this Agreement could have been terminated pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval), and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed and not been publicly withdrawn at least five (5) Business Days prior to the Company Stockholders Meeting or (B) the Company terminates this Agreement pursuant to Section 8.1(b) (ii) (Outside Date) at a time when Parent would be permitted to terminate this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach) or Parent terminates this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach) and following the execution of this Agreement and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or disclosed and not withdrawn at least five (5) Business Days prior to the date of such termination, and (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee within three (3) Business Days after the earlier of the consummation of such Company Competing Transaction or entering into a definitive agreement relating to a Company Competing Transaction. (Page 84)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
8.3     Expenses; Termination Fees.

<omitted>

(d)     If: (i) this Agreement is terminated

<omitted>


(iii) within 12 months after the date of such termination of this Agreement, a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is consummated or a definitive agreement providing for a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is executed, then the Company shall pay to Marvell the Company Termination Fee in cash;  (Page 99)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Section 12.04 Expenses <omitted> (b) Termination Fee. <omitted> (ii) If (A) this Agreement is terminated (x) by Parent or the Company pursuant to Section 11.01(b)(i) (End Date) and at such time the conditions set forth in clause (B) of Annex I shall have been satisfied or (y) by Parent pursuant to Section 11.01(c)(ii) (Other Breach), (B) after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors and shall have become publicly known, and, in either case, such Acquisition Proposal has not been unconditionally withdrawn prior to such termination and (C) within 12 months following the date of such termination, the Company or any of its Subsidiaries shall have entered into a definitive agreement with respect to or recommended to its stockholders an Acquisition Proposal which Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “25%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in immediately available funds, prior to or concurrently with such consummation, the Termination Fee. (Page 37)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period, Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (B) within twelve (12) months after such termination, any Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to any Company Acquisition Proposal that is subsequently consummated (Page 88)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated <omitted> (B) <omitted> any Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to any Company Acquisition Proposal that is subsequently consummated (Page 88)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
8.2 Effect of Termination. <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to $25,670,000.00 (the “Termination Fee”); (Page 65)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
8.2 Effect of Termination. <omitted> (C) <omitted> Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (Page 65)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Section 8.3 Expenses and Other Payments. <omitted> (d) If  (i)  (A)  Parent  or  the  Company  terminates  this Agreement <omitted> (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Termination Fee. (Page 45)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Section 8.3 Expenses and Other Payments. <omitted> (d) If  (i)  (A)  Parent  or  the  Company  terminates  this Agreement <omitted> (ii) <omitted> the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal (Page 45)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Section 6.2               Effect of Termination; Termination Fees. <omitted> (b)                In the event that: <omitted> (ii)               this Agreement is validly terminated <omitted> (B) within 12 months after such termination, the Company enters into a definitive Contract with respect to an Acquisition Proposal or consummates an Acquisition Proposal (which need not be the same Acquisition Proposal that was made, announced or publicly known prior to the termination of this Agreement) (provided that for all purposes of this Section 6.2(b)(ii), the term Acquisition Proposal shall have the meaning assigned to such term in Exhibit A, except that the references to “15%” shall be deemed to be references to 50%), then the Company shall pay to Parent the Termination Fee concurrently with entering into a definitive Contract or the consummation of such Acquisition Proposal. (Page 29)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Section 6.2               Effect of Termination; Termination Fees. <omitted> (b)                In the event that: <omitted> (ii)               this Agreement is validly terminated <omitted> (B) <omitted> the Company enters into a definitive Contract with respect to an Acquisition Proposal or consummates an Acquisition Proposal (which need not be the same Acquisition Proposal that was made, announced or publicly known prior to the termination of this Agreement) (Page 29)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
8.3     Expenses; Termination Fees.

<omitted>

(d)     If: (i) this Agreement is terminated

<omitted>


(iii) within 12 months after the date of such termination of this Agreement, a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is consummated or a definitive agreement providing for a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is executed, then the Company shall pay to Marvell the Company Termination Fee in cash; (Page 99)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
8.3     Expenses; Termination Fees.

<omitted>

(d)     If: (i) this Agreement is terminated

<omitted>


(iii) <omitted> a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is consummated or a definitive agreement providing for a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is executed (Page 99)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)