theatticusproject/maud huggingface dataset:
Section 7.3 Expenses; Termination Fees. <omitted> (b) Termination Fee. <omitted> (iii) In the event that (A) prior to the Lambda Stockholders’ Meeting (or, if earlier, the receipt of Lambda Stockholder Approval) and after the date of this Agreement, an Acquisition Proposal with respect to Lambda is publicly proposed or publicly disclosed or otherwise disclosed to the Lambda Board after the date of this Agreement and not withdrawn prior to the Lambda Stockholders’ Meeting, (B) this Agreement is terminated by Pi or Lambda pursuant to Section 7.1(b)(i) [Termination Date], Section 7.1(b)(iii)(B) [No Lambda Stockholder Approval] or by Pi pursuant to Section 7.1(c)(i) [Lambda Breach] and (C) concurrently with or within fifteen (15) months after any such termination described in clause (B), Lambda or any of the Lambda Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition   88


Proposal with respect to Lambda (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iii)), then Lambda shall pay to Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (Pages 93-94)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: 12 months or longer
Section 8.4    Fees and Expense Reimbursement. 
 (a)    In the event that (A) prior to the termination of this Agreement, a Company Acquisition Proposal is publicly submitted, publicly proposed, publicly disclosed or otherwise communicated to the Company Board prior to, and not withdrawn at the date of termination of this Agreement, (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(e) (Outside Date) or Section 8.1(f) (Failure to Obtain Company Stockholder Approval) or by Parent pursuant to Section 8.1(c) (Company Breach) and (C) within fifteen (15) months after the date this Agreement is terminated, the Company consummates a Company Acquisition Proposal or enters into a definitive agreement providing for the consummation of a Company Acquisition Proposal, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the consummation of such Company Acquisition Proposal. (Page 73)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: 12 months or longer
Section10.3 Fees and Expenses. <omitted>  (b) In the event that: (i) (A)(x) this Agreement is terminated by Parent pursuant to Section 10.1(c)(i), and after the date hereof and prior to the breach giving rise to such right of termination, an Acquisition Proposal with respect to the Company (with, for all purposes of this Section 10.3(b)(i), all percentages included in the definition of “Acquisition Proposal” increased to 50%) has been publicly announced, disclosed or otherwise communicated to the Conflicts Committee and/or the Company Board, or (y) this Agreement is terminated by the Company or Parent pursuant to Section 10.1(b)(i), and prior to such termination, an Acquisition Proposal with respect to the Company has been publicly announced, disclosed or otherwise communicated to the Company or the Company Board (or any committee thereof), and (B) within fifteen (15) months after the date of such termination, a transaction in respect of an Acquisition Proposal is consummated or the Company enters into a Company Alternative Acquisition Agreement in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) that is later consummated;  (Page 148)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: 12 months or longer
Section 9.3 Termination Fees; Expenses. <omitted>
(b) In the event that (i) this Agreement is terminated <omitted>
(iii) within 3 months after such termination, the Company enters into a definitive agreement with respect to a Company Acquisition Proposal or consummates a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to in clause (ii) above), then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee (less any Expense Reimbursement previously paid to Parent by the Company in accordance with Section 9.3(c)), within two Business Days following the earliest to occur of the events described in clause (iii) of this Section 9.3(b); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(b), references to “20%” shall be replaced by “50%”.  (Page 90)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 11.4 Expenses and Termination Fee. <omitted> (b) Termination Fee. <omitted> (iii) If (A) this Agreement is terminated by Parent or the Company pursuant to ​Section 10.1(b)(i), Section 10.1(b)(iii) or Section 10.1(e)(i); provided that in the case of termination by the Company pursuant to ​Section 10.1(b)(i), the failure of the Merger to be consummated by the End Date did not result from a breach by Parent of any provision of this Agreement for which the Company could have validly terminated this Agreement pursuant to Section 10.1(f), (B) after the date of this Agreement and (x) prior to such termination in the case of a termination pursuant to Section 10.1(b)(i) or Section 10.1(e)(i) or (y) prior to the Company Stockholder Meeting in the case of a termination pursuant to Section 10.1(b)(iii), an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors of the Company or its stockholders and, in either case, not withdrawn, and (C) within three (3) months following the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement providing for, or consummates, an Acquisition Proposal (provided that for purposes of this clause ​(C), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then immediately prior to or currently with the entry into such definitive agreement, the Company shall pay to Parent by wire transfer of immediately available funds to an account designated in writing by Parent, the Termination Fee. (Page 70)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
SECTION 9.2     Effect of Termination. <omitted> (b)     In the event that: <omitted> (B) within three (3) months after such termination, the Company or any of its subsidiaries shall have entered into a definitive agreement with respect to any Acquisition Proposal that is later consummated, or shall have consummated any Acquisition Proposal, then, in any such event, the Company shall pay to Parent the Company Termination Payment  (Page 77)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
8.3 Termination Fee. (a) In the event that: <omitted> (iii) (x) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) or Section 8.1(g), (y) any Person shall have publicly disclosed an Acquisition Proposal or otherwise communicated an Acquisition Proposal to the Company Board after the Agreement Date and prior to such termination (unless withdrawn at least two (2) Business Days prior to such termination) and (z) within four (4) months of such termination the Company shall have (A) entered into a definitive agreement with respect to any Acquisition Proposal and such Acquisition Proposal is subsequently consummated or (B) consummated any Acquisition Proposal (provided, that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”); (Page 73)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
8.3     Expenses; Termination Fees.

<omitted>

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

<omitted>


(iii) within 3 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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 7.3 Termination Fees. <omitted> (b) <omitted>  if <omitted> Parent or the Company terminates this Agreement <omitted> (iii) within three (3) months after the date of such termination, the Company shall have consummated an Alternative Acquisition Proposal or entered into an Alternative Acquisition Agreement for any Alternative Acquisition Proposal (whether or not the one referred to in the foregoing clause (ii)), which Alternative Acquisition Proposal is ultimately consummated;  (Page 80)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
8.3              Expenses and Other Payments. <omitted> (f)                If (i) Parent or the Company terminates this Agreement  <omitted> (iii) within 3 months after the date of such termination, the Company or any Subsidiary of the Company enters into a definitive agreement with respect to any Company Competing Proposal or consummates any Company Competing Proposal, then the Company shall pay Parent the Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(d). For purposes of this Section 8.3(f), any reference in the definition of Company Competing Proposal to “25%” or “75%” shall be deemed to be a reference to “50%.”  (Page 34)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
8.3    Fees and Expenses. <omitted>

(b)    The Company shall pay the Parent the Termination Fee in the event that this Agreement is terminated:  <omitted>

 (C) within three (3) months after the date of termination, the Company shall have consummated any Acquisition Transaction or entered into a definitive agreement with respect to an Acquisition Transaction that is thereafter consummated;  (Page 51)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 7.02 Effect of Termination. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) concurrently with or within three (3) months after the date of any such termination, (1) the Company or any Company Subsidiary enters into a definitive agreement to effect any Competing Proposal (regardless of when made or the counterparty thereto) with an aggregate equity purchase price (after giving effect to any reductions thereof for Indebtedness or similar adjustments) greater than the Aggregate Merger Consideration or (2) any Competing Proposal is consummated (regardless of when made or the counterparty thereto), then the Company shall pay to Parent or its designee the Company Termination Fee (I) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is the same person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then concurrently with the earlier of (a) the date of execution of any such definitive agreement and (b) the consummation of such Competing Proposal or (II) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is not the person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then the date of the consummation of such Competing Proposal.  (Page 35)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 7.2 Effect of Termination. <omitted> (b) Company Termination Fee. <omitted> (ii) In the event that this Agreement is terminated <omitted> (B) within 3 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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 8.2. Effect of Termination. <omitted> (b) In the event that: <omitted> (ii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(f) or by Parent pursuant to Section 8.1(e)(i) and (A) at any time after the date of this Agreement and prior to the taking of a vote to approve this Agreement at the Stockholders Meeting or any postponement or adjournment thereof an Acquisition Proposal shall have been made directly to the Company’s stockholders or an Acquisition Proposal shall have otherwise become publicly known or, in the case of a termination pursuant to Section 8.1(e)(i), an Acquisition Proposal shall have been provided to the Company or the Board of Directors (or a duly authorized committee thereof), and such Acquisition Proposal shall have not been withdrawn prior to such taking of a vote to approve this Agreement or, in the case of a termination pursuant to Section 8.1(e)(i), prior to the breach that forms the basis of such termination and (B) within three (3) months after such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which is subsequently consummated, whether within such three (3) month period or thereafter), then, in any such event, the Company shall pay to Parent (or its designee) the Company Termination Fee, such payment to be made within two (2) Business Days from the consummation of an Acquisition Proposal, by wire transfer of immediately available funds. For the purpose of this Section 8.2(b)(ii), all references in the definition of the term Acquisition Proposal to “15% or more” will be deemed to be references to “more than 50%”. (Page 80)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 10.06          Fees and Expenses Following Termination. (a) If this Agreement is terminated by: <omitted> (iv) (A) Parent and US Holdco <omitted> (2) within three (3) months following the date of such termination the Company shall have entered into a Company Acquisition Agreement with respect to any Company Takeover Proposal, or any Company Takeover Proposal shall have been consummated (in each case whether or not such Company Takeover Proposal is the same as the original Company Takeover Proposal made, communicated, or publicly disclosed);  (Page 105)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 8.3 Termination Fees. (a) In the event that: (i) <omitted> (C) within three (3) months of such termination of this Agreement, the Company consummates a transaction involving a Competing Proposal or enters into an Alternative Acquisition Agreement providing for the consummation of a Competing Proposal (which is subsequently consummated);  (Page 71)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 8.3 Expenses and Other Payments. <omitted> (e) If (i) <omitted> (B) the Company terminates this Agreement <omitted> (ii) within three (3) 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 less any amount previously paid by the Company pursuant to Section 8.3(d)(i).  (Page 108)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 7.3    Fees and Expenses. <omitted> (b)    Company-Paid Termination Fee (i)    In the event that: <omitted> (1)    this Agreement is terminated <omitted> (B) within three months after such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is ultimately consummated) <omitted> then, in any such case, the Company shall pay Parent a termination fee of $25,000,000 (the “Company-Paid Termination Fee”).  (Page 65)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 7.3  Termination Fees.   

(a) If this Agreement is terminated <omitted> 

(B) within three (3) months after such termination, a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal (provided, however, that for purposes of this Section 7.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”);

then, in each such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, onthe earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause(ii)  above,  promptly,  but  in  no  event  later than  three  (3)  Business  Days  after  the  date  of  such  termination  and  (z)  in  the  case  of  clause  (iii)  above, immediately prior to or concurrently with the termination of this Agreement.  (Page 36)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 8.06 Fees Following Termination

<omitted> 

(b) If this Agreement is properly terminated: 

<omitted> 

(A) prior to such termination, a Takeover Proposal shall: (1) in the case of a termination in accordance with Section 8.02(a), have been publicly disclosed and not withdrawn prior to the effective date of termination or (2) in the case of a termination in accordance with Section 8.03(b), have been publicly disclosed or otherwise made or communicated to the Company or the Company Board and not withdrawn prior to the effective date of termination, and (B) within three (3) months following the date of such termination of this Agreement the Company shall have entered into a definitive agreement with respect to any Takeover Proposal, or any Takeover Proposal shall have been consummated (in each case whether or not such Takeover Proposal is the same as the original Takeover Proposal made, communicated, or publicly disclosed), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee (it being understood for all purposes of this Section 8.06(b), all references in the definition of Takeover Proposal to “15%” shall be deemed to be references to “more than 50%” instead); (Page 73)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 8.6          Termination Fee; Expense Reimbursements. (a)          Termination Fee. <omitted> (iv)        If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) or Section 8.2(c), (ii) after the date of this Agreement and prior to the time of the Company Stockholders Meeting (or adjournment or postponement thereof) at which a vote was taken to adopt the Merger but the Company Stockholder Approval was not obtained, an Alternative Proposal shall have been publicly made, commenced or submitted or announced and not publicly and irrevocably withdrawn at least five Business Days prior to such Company Stockholders Meeting and (iii) the Company consummates a transaction with respect to any Alternative Proposal within 3 months after such termination, or signs a definitive agreement with respect to any Alternative Proposal within 3 months after such termination and such transaction is subsequently consummated, then the Company shall pay to Parent, within two Business Days following such consummation, the Termination Fee; provided that, solely for purposes of this Section 8.6(a)(iv), all references to “fifteen percent (15%)” in the definition of Alternative Proposal shall be deemed to be references to “fifty percent (50%).” (Page 69)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
SECTION 8.2 Effect of Termination

<omitted>

(b) In the event that:

<omitted>

(ii) this Agreement is terminated

<omitted>


(B) within three (3) months after such termination, the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or shall have consummated an Acquisition Proposal, then, in the event that the actions described in both clauses (A) and (B) above occur, the Company shall pay to Parent the Company Termination Fee, such payment to be made within two (2) Business Days following the earlier of the entry into such agreement in respect of, or consummation of, an Acquisition Proposal by wire transfer of immediately available funds.  (Page 79)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 7.3 Termination Fee; Expenses.
(a) If this Agreement is terminated:

 <omitted>

(C) within 3 months of the termination of this Agreement, the Company or any of its Subsidiaries enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Company Takeover Proposal with a third party; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two Business Days of such termination, or in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the entry into a definitive agreement with respect to the transactions contemplated by such Company Takeover Proposal and the consummation of such transactions  (Page 96)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other