Sansaboo/maud huggingface dataset:
Section 6.02 No Solicitation by the Company. (a) <omitted> the Company shall not, <omitted> (i) solicit <omitted> any Company Acquisition Proposal, <omitted> Section 10.01 Termination.  This  Agreement  may  be  terminated  <omitted> (d) by the Company: <omitted> (iii) <omitted> in order to enter into a definitive agreement providing for a Company Superior Proposal promptly following such termination in accordance with, and subject to the terms and conditions of, Section 6.02. (Page 102)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Any breach of no-shop
Section 5.3 <omitted> (d)           Notwithstanding anything in this Section 5.3 or Section 5.4 to the contrary, at any time prior to the receipt of the Company Stockholder Approval, the Company Board of Directors may (i) make a Change of Recommendation in response to an Intervening Event, or (ii) following receipt of a bona fide written Competing Proposal, which the Company Board of Directors determines in good faith after consultation with the Company’s outside legal and financial advisors is a Superior Proposal, (A) make a Change of Recommendation or (B) if such Competing Proposal did not result from a breach of Section 5.3(a), terminate this Agreement pursuant to Section 8.1(g) in order to enter into a definitive agreement providing for such Superior Proposal, in each case with respect to clauses (i) and (ii), if and only if the Company Board of Directors has determined in good faith after consultation with the Company’s outside legal counsel that the failure to take such action would be inconsistent with the duties of the members of the Company Board of Directors under applicable Law and the Company complies with Section 5.3(e).
 <omitted> Section 8.1 Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval, if applicable) as follows: <omitted> (g)           by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination. (Page 36)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.3 <omitted> (d)           <omitted> at any time prior to the receipt of the Company Stockholder Approval, the Company Board of Directors may <omitted> (ii) following receipt of a bona fide written Competing Proposal, which the Company Board of Directors determines <omitted> is a Superior Proposal, <omitted> (B) if such Competing Proposal did not result from a breach of Section 5.3(a), terminate this Agreement pursuant to Section 8.1(g) in order to enter into a definitive agreement providing for such Superior Proposal, <omitted> if and only if the Company Board of Directors has determined in good faith after consultation with the Company’s outside legal counsel that the failure to take such action would be inconsistent with the duties of the members of the Company Board of Directors under applicable Law  <omitted> Section 8.1 Termination. This Agreement may be terminated <omitted>  (g)           by the Company, <omitted> in order to enter into a definitive agreement providing for a Superior Proposal (Page 36)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
9.3. Termination by the Company. Subject to Section 9.5(a), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by the Company: <omitted> (b) at any time prior to the time the Requisite Company Vote is obtained, in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in compliance with Section 7.2(d); provided, however, that the Company shall have concurrently with such termination paid or caused to be paid to Parent the Termination Fee pursuant to Section 9.5 and the Company shall not have materially breached the obligations set forth in Section 7.2(a) (No Solicitation) in respect of such Acquisition Proposal. (Page 60)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer
9.3. Termination by the Company. <omitted> this Agreement may be terminated <omitted> by the Company: <omitted> in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal <omitted> provided, however, that the Company <omitted> shall not have materially breached the obligations set forth in Section 7.2(a) (No Solicitation) in respect of such Acquisition Proposal. (Page 60)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer
Section 6.03          No Solicitation by the Company. 
<omitted> 
(f)          <omitted> in response to a bona fide Company Acquisition Proposal that has not resulted from a violation of this Section 6.03 <omitted> subject to compliance with this Section 6.03(f), <omitted>  (ii) terminate this Agreement in accordance with Section 9.01(d) 
<omitted> 
Section 9.01          Termination.  This Agreement may be terminated and the Merger and the other transactions contemplated hereby may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval or the Parent Shareholder Approval): 
<omitted> 
(d)          by the Company: 
<omitted> 
(iii)          prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement providing for a Company Superior Proposal promptly following such termination, provided that the Company (i) shall have complied with all of the terms and conditions set forth in Section 6.03 (No Solicitation), (ii) shall have paid the Company Termination Payment substantially concurrently with or prior to (and as a condition to) such termination in accordance with Section 9.03(a) and (iii) substantially concurrently enters into such definitive agreement with respect to such Company Superior Proposal. (Page 106)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Any breach of no-shop
Section 6.03          No Solicitation by the Company. 
<omitted> 
(f)          <omitted> in response to a bona fide Company Acquisition Proposal that has not resulted from a violation of this Section 6.03 <omitted> subject to compliance with this Section 6.03(f), <omitted>  (ii) terminate this Agreement in accordance with Section 9.01(d) 
<omitted> 
Section 9.01          Termination.  This Agreement may be terminated  <omitted> : 
<omitted> 
(d)          by the Company: 
<omitted> 
(iii)          <omitted> in order to enter into a definitive agreement providing for a Company Superior Proposal <omitted> provided that the Company (i) shall have complied with all of the terms and conditions set forth in Section 6.03 (No Solicitation), (Page 106)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Any breach of no-shop
Section 6.5 Non-Solicitation; Competing Proposals. <omitted> (d) <omitted> Notwithstanding anything in this Agreement to the contrary, at any time prior to receipt of the Requisite Stockholder Approval, the board of directors of the Company may <omitted> (B) if the Company has received a bona fide, unsolicited Competing Proposal which did not result from a material breach of this Section 6.5 and that is not withdrawn, and the board of directors of the Company has determined in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to Section 8.1(c)(ii) (including making payment of the Termination Fee) and substantially concurrently enter into an Alternative Acquisition Agreement with respect to such Competing Proposal that constitutes a Superior Proposal, if and only if, the board of directors of the Company has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and the Company has complied in all material respects with this Section 6.5 with respect to such Competing Proposal and the Person making   43


such Competing Proposal; 
<omitted> 
Section 8.1 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Effective Time, whether before or after the Requisite Stockholder Approval is obtained (except as otherwise expressly noted), as follows: <omitted> (c) by the Company, if: 
<omitted> 
(ii) prior to receipt of the Requisite Stockholder Approval, the board of directors of the Company shall have authorized the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in accordance with Section 6.5(d) (after compliance in all material respects with the terms of Section 6.5); provided, that (i) substantially concurrently with such termination, the Company enters into the Alternative Acquisition Agreement with respect to such Superior Proposal and (ii) prior to or substantially concurrently with such termination, the Company pays (or causes to be paid) the Termination Fee to (or at the direction of) Parent; or (Page 70)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer
Section 6.5 Non-Solicitation; Competing Proposals. <omitted> (d) <omitted> the board of directors of the Company may <omitted> (B) if the Company has received a <omitted> Competing Proposal which did not result from a material breach of this Section 6.5 and <omitted> such Competing Proposal constitutes a Superior Proposal, <omitted> terminate this Agreement pursuant to Section 8.1(c)(ii) 
<omitted> 
Section 8.1 Termination. <omitted> this Agreement may be terminated <omitteed> : <omitted> (c) by the Company, if: 
<omitted> 
(ii) <omitted> the board of directors of the Company shall have authorized the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in accordance with Section 6.5(d) (after compliance in all material respects with the terms of Section 6.5); (Page 70)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Material breach of no-shop resulting in a Superior Offer
Non-Solicitation; Acquisition Proposals; Change of Recommendation
 <omitted>
 
 (c) Change of Recommendation.
 
 (i) <omitted> if a written Acquisition Proposal that did not otherwise result from a breach (other than an unintentional or de minimis breach) of Section 6.1 is received by the Company, and the Board of Directors of the Company determines <omitted> that such Acquisition Proposal would, if consummated, constitute a Superior Proposal, the Board of Directors of the Company may <omitted> (y) terminate this Agreement pursuant to Section 8.1(d)(ii) 
 <omitted>
 
 ARTICLE VI CONDITIONS OF MERGER
 <omitted>
 
 Termination. This Agreement may be terminated 
 <omitted>
 
 (d) by written notice from the Company:
 <omitted>
 
 (ii) <omitted> in order to enter into a definitive agreement providing for a Superior Proposal, <omitted> after compliance in all material respects with the terms of Article VI (Page 77)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer, (Material) breach of other provisions of agreement
Section 5.11    No Solicitation by First Choice; Superior Proposals. <omitted>

Section 7.01    Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned: <omitted> (i)    Superior Proposal. By First Choice, at any time prior to the Requisite First Choice Shareholder Approval being obtained, in the event that the First Choice Board (or any committee thereof) makes a First Choice Subsequent Determination with respect to a Superior Proposal; provided, that First Choice has complied with all of its obligations under Section 5.11. (Page 90)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Any breach of no-shop
Section 5.11    No Solicitation by First Choice; Superior Proposals. <omitted>

Section 7.01    Termination. This Agreement may be terminated <omitted> (i)    Superior Proposal. By First Choice <omitted> ; provided, that First Choice has complied with all of its obligations under Section 5.11. (Page 90)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Any breach of no-shop
Section 5.3 Company Acquisition Proposals. <omitted>

(e) Notwithstanding anything to the contrary in this Agreement (including this Section 5.3), if prior to obtaining the Company Stockholder Approval, (i) the Company receives an unsolicited bona fide written Company Acquisition Proposal, (ii) such Company Acquisition Proposal did not result from a breach by the Company of this Section 5.3 and (iii) the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisors) that such Company Acquisition Proposal constitutes a Company Superior Proposal, then, the Company may make a Company Adverse Recommendation Change and may terminate this Agreement pursuant to Section 7.1(d)(ii) (including payment of the Company Termination Fee) and concurrently enter into a binding definitive agreement to effect such Company Superior Proposal. (Page 59)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.3 Company Acquisition Proposals. <omitted>

(e) <omitted> if <omitted> (i) the Company receives an <omitted> Company Acquisition Proposal, (ii) such Company Acquisition Proposal did not result from a breach by the Company of this Section 5.3 and (iii) the Company Board determines <omitted> that such Company Acquisition Proposal constitutes a Company Superior Proposal, then, the Company <omitted> may terminate this Agreement pursuant to Section 7.1(d)(ii) <omitted> and concurrently enter into a binding definitive agreement to effect such Company Superior Proposal. (Page 59)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 6.02.Acquisition Proposals; Change of Recommendation.<omitted> Section 8.03.Termination by the Company. Subject to the other provisions of this Article VIII, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by the Company: <omitted> (b)           at any time prior to the Offer Acceptance Time, in order for (i) the Company Board to cause or permit the Company or any of the Company’s Subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal that did not result from a violation of Section 6.02 and/or (ii) the Company to enter into or cause one of its Subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal that did not result from a violation of Section 6.02; provided, that the right to terminate this Agreement pursuant to this Section 8.03(b) shall not be available to the Company if it has breached in any material respect its obligations under Section 6.02(d) with respect to such Superior Proposal. (Page 39)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
5.2     Company Stockholders’ Meeting. 
<omitted> 
(f)     <omitted>   (i)     the Company’s board of directors may <omitted> cause the Company to terminate this Agreement in accordance with Section 8.1(j) <omitted> if (and only if): (A) a <omitted> Company Acquisition Proposal is made to the Company <omitted> ; <omitted> (D) <omitted> (1) <omitted> the Company has received a Company Superior Offer that did not result from a breach of any of the provisions of Section 4.3, 
<omitted> 
8.1     Termination . This Agreement may be terminated prior to the Bermuda Merger Effective Time (whether before or after the adoption of this Agreement by the Required Company Stockholder Vote and whether before or after the approval of the Marvell Merger Proposal by the Required Marvell Shareholder Vote) by written notice of the terminating party to the other Principal Party: 
<omitted> 
(j)     by the Company (at any time prior to the adoption of this Agreement by the Required Company Stockholder Vote) in order to accept a Company Superior Offer and enter into a binding, written, definitive agreement providing for the consummation of the transaction contemplated by such Company Superior Offer that has been executed on behalf of the Person that made such Company Superior Offer (a “Specified Company Acquisition Agreement”), if: (i) the Company’s board of directors, after satisfying all of the requirements set forth in Section 5.2(f)(i), shall have authorized the Company to enter into such Specified Company Acquisition Agreement; (ii) the Company shall have delivered to Marvell a written notice (that includes a copy of the Specified Company Acquisition Agreement as an attachment) containing the Company’s statement confirming that the Company is entering into the Specified Company Acquisition Agreement in the form attached to such notice concurrently with the termination of this Agreement pursuant to this Section 8.1(j); (iii) concurrently with the termination of this Agreement pursuant to this Section 8.1(j), the Company enters into the Specified Company Acquisition Agreement with respect to such Company Superior Offer; and (iv) immediately prior to or concurrently with such termination, the Company shall have paid to Marvell or its designee the Company Termination Fee; or (Page 97)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
5.2     Company Stockholders’ Meeting. 
<omitted> 
(f)     <omitted>   (i)     the Company’s board of directors may <omitted> cause the Company to terminate this Agreement in accordance with Section 8.1(j) <omitted> if (and only if): (A) a <omitted> Company Acquisition Proposal is made to the Company <omitted> ; <omitted> (D) <omitted> (1) <omitted> the Company has received a Company Superior Offer that did not result from a breach of any of the provisions of Section 4.3, 
<omitted> 
8.1     Termination . This Agreement may be terminated <omitted> : 
<omitted> 
(j)     by the Company <omitted> if: (i) the Company’s board of directors, after satisfying all of the requirements set forth in Section 5.2(f)(i), shall have authorized the Company to enter into such Specified Company Acquisition Agreement; (Page 97)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
Section 5.10    Acquisition Proposals. (a)    The Company will immediately cease and cause to be terminated any activities, discussions or negotiations with any Persons other than Nicolet  with  respect  to  any  Acquisition  Proposal  and  will  use  its reasonable  best  efforts  to  enforce  any  confidentiality  or  similar agreement  relating  to  an Acquisition  Proposal. <omitted>
(b)    <omitted> provided that, in the event the Company receives an unsolicited bona fide Acquisition Proposal, from a Person other than Nicolet, after the execution of this Agreement and prior to the receipt of the Company Shareholder Approval, and the Company Board concludes in good faith, after consultation with its financial advisor and outside counsel, that such Acquisition Proposal constitutes a Superior Proposal or could reasonably be likely to result in a Superior Proposal and, after considering the advice of outside counsel, that failure to take such actions could be reasonably likely to result in a violation of the directors’ fiduciary duties under applicable law, the Company may: (i) furnish information with respect to it to such Person making such Acquisition Proposal pursuant to a customary confidentiality agreement (subject to the requirement that any such information not previously provided to Nicolet shall be promptly furnished to Nicolet); (ii) participate in discussions or negotiations regarding such Acquisition Proposal; and (iii) terminate this Agreement in order to concurrently enter into an agreement with respect to such Acquisition Proposal; provided, however, that the Company may not terminate this Agreement pursuant to this Section 5.10 unless and until (x) five (5) Business Days have elapsed following the delivery to Nicolet of a written notice of such determination by the Company Board and, during such five (5) Business-Day period, the parties cooperate with one another with the intent of enabling the parties to engage in good faith negotiations so that the Contemplated Transactions may be effected, and (y) at the end of such five (5) Business-Day period, the Company Board continues, in good faith and after consultation with outside legal counsel and financial advisors, to believe that a Superior Proposal continues to exist. (Page 41)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Any breach of no-shop
Section 5.10    Acquisition Proposals. (a)    The Company will immediately cease <omitted> any activities <omitted> with  respect  to  any  Acquisition  Proposal 
(b)    <omitted> provided that, <omitted> that such Acquisition Proposal constitutes a Superior Proposal or could reasonably be likely to result in a Superior Proposal <omitted> the Company may: <omitted> (iii) terminate this Agreement in order to concurrently enter into an agreement with respect to such Acquisition Proposal; (Page 41)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Any breach of no-shop
SECTION 9.1. Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time: <omitted> (d) by the Company by written notice to Parent at any time prior to the Acceptance Time: (i) in order to accept a Superior Proposal and enter into the Specified Agreement relating to such Superior Proposal, if (1) such Superior Proposal shall not have resulted from any breach of Section 7.8 with respect to such Superior Proposal and any Acquisition Proposal that was a precursor thereto, (2) the Company Board, after satisfying all of the requirements set forth in Section 7.8(d), shall have authorized the Company to enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Proposal (a “Specified Agreement”) and (3) the Company shall have paid the Termination Fee, and have entered into the Specified Agreement, concurrently with the termination of this Agreement pursuant to this Section 9.1(d)(i); (Page 84)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer
SECTION 9.1. Termination. This Agreement may be terminated <omitted> (d) by the Company <omitted> (i) in order to accept a Superior Proposal <omitted> if (1) such Superior Proposal shall not have resulted from any breach of Section 7.8 with respect to such Superior Proposal (Page 84)

Question: Limitations on FTR Exercise-Answer
Subquestion: Material breach of no-shop
Answer: Breach of no-shop resulting in a Superior Offer