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main | contract_132 | 9.3 Termination by the Company. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by the Company: <omitted> (b) prior to the time the Requisite Company Vote is obtained, to enter into an Alternative Acquisition Agreement in compliance with the terms of this Agreement, including Section 7.3(d)(ii); provided that the Company pays the Company Termination Fee to Parent prior to or concurrently with such termination in accordance with Section 9.5(b). (Page 89) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_135 | Section 7.1 Termination. This Agreement may be terminated and Merger I and Merger II may be abandoned at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval, as follows (with any termination by Parent also being an effective termination by Merger Sub I and Merger Sub II):
<omitted>
(d) by the Company:
<omitted>
(ii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement to effect a Company Superior Proposal, provided that (i) the Company shall have complied in all material respects with all of its obligations under Section 5.3, (ii) the Company enters into such definitive agreement concurrently with such termination and (iii) the Company pays the Company Termination Fee in accordance with the procedures and within the time periods set forth in Section 7.3(a). (Page 40) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_138 | Section 10.01. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company): <omitted> (d) by the Company, if: (i) the Board of Directors authorizes the Company to enter into a written agreement concerning a Superior Proposal in compliance with the terms and conditions set forth herein; provided that immediately before and as a condition to such termination, the Company pays the Termination Fee payable pursuant to Section 11.04; (Page 32) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_125 | Section 6.3 No Solicitation; Other Offers. <omitted> (b) Exceptions. <omitted> (ii) Exception for Superior Proposal. Notwithstanding any other provision of this Agreement, but subject to compliance with Section 6.3(c), at any time prior to obtaining the Company Stockholder Approval, if the Company has received a Superior Proposal that is not a result of a breach of this Section 6.3, then the Board of Directors of the Company may make an Adverse Recommendation Change and/or cause the Company to terminate this Agreement pursuant to and in accordance with Section 10.1(d) (including paying the Termination Fee) in order to enter into a definitive Alternative Acquisition Agreement in respect of such Superior Proposal concurrently with the termination of this Agreement.
Section 10.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval) only as follows: <omitted>
(d) by the Company, at any time prior to obtaining the Company Stockholder Approval, if the Company, subject to complying with the terms of this Agreement (including Section 6.3), enters into a definitive Alternative Acquisition Agreement concerning a Superior Proposal and concurrently with and as a condition to such termination, the Company pays the Termination Fee payable pursuant to Section 11.4; (Page 65) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_79 | 8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained: <omitted> (g) by the Company, at any time prior to the receipt of the Company Stockholder Approval, in order for the Company to enter into a definitive agreement with respect to a Company Superior Proposal to the extent permitted by, and subject to the applicable terms and conditions of, Section 6.3; provided that prior to or substantially concurrently with such termination, the Company pays or causes to be paid to Parent the Company Termination Fee; or (Page 70) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_61 | 8.1 Termination. This Agreement may be terminated only pursuant to this Section 8.1. This Agreement may be terminated and the Merger may be abandoned, whether before or after the Company Stockholder Approval (except as otherwise expressly noted) or the approval of the adoption of this Agreement by the sole stockholder of Merger Sub (with respect to Sections 8.1(b) 63 through 8.1(l), by written notice by the terminating party to the other party specifying the provisions of this Agreement pursuant to which such termination is effected): <omitted>
(f) by the Company at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal, (ii) the Company shall have complied with its obligations under Section 6.1(d) and (iii) substantially concurrently with the termination of this Agreement, and as a condition to the effectiveness of such termination, the Company pays (or causes to be paid) to Parent the Company Termination Fee contemplated by Section 8.3(b)(iii) and the Company enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal; (Page 69) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_55 | Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned: <omitted> (d) by the Company, at any time prior to the Offer Acceptance Time: (i) if, (A) the Company Board has determined that an Acquisition Proposal constitutes a Superior Offer, (B) the Company has complied with its obligations set forth in Section 7.1(b)(i), (C) the Company, substantially concurrently with such termination, pays to Parent the Termination Fee and (D) substantially concurrently with such termination, the Company enters into a definitive Specified Agreement in respect of such Superior Offer; (Page 54) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_70 | Section 8.04 Termination by the Company. This Agreement may be terminated by the Company: (a) if, prior to the Offer Closing, the Company Board authorizes the Company, to the extent permitted by and subject to full compliance with Section 6.03 hereof with respect to such Superior Proposal, to enter into a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided, that in the event of such termination, the Company substantially concurrently enters into such Company Acquisition Agreement; (Page 71) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_120 | 8.1 Termination. This Agreement may be validly terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time only as follows (it being understood and agreed that this Agreement may not be terminated for any other reason or on any other basis): <omitted> (h) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal in accordance with Section 5.4; (iii) the Company has complied in all material respects with Section 5.4 with respect to such Superior Proposal; and (iv) concurrently with such termination the Company pays the Company Termination Fee due to Parent in accordance with Section 8.3(b); or (Page 98) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_87 | Section 5.10 Acquisition Proposals. <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.
<omitted>
Section 10.1 Termination of Agreement . This Agreement may be terminated only as set forth below, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or Nicolet: <omitted> (h) by the Company, prior to receipt of the Company Shareholder Approval pursuant to Section 5.10; (Page 51) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_26 | 8.1 Termination. This Agreement may be validly terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time only as follows (it being understood and agreed that this Agreement may not be terminated for any other reason or on any other basis): <omitted> (h) by the Company, at any time prior to receiving the Requisite Stockholder Approval, if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal in accordance with Section 5.3; (iii) the Company has complied in all material respects with its obligations under Section 5.3 with respect to such Superior Proposal; and (iv) substantially concurrently with (but no later than the date of) such termination the Company pays the Company Termination Fee due to Parent in accordance with Section 8.3(b); or (Page 76) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_76 | Section 5.4 No Solicitation by the Company. <omitted> (c) <omitted> Anything to the contrary set forth in this Agreement notwithstanding, prior to obtaining the Company Stockholder Approval, the Company Board may, in response to a Company Superior Proposal,(x) make a Company Change of Recommendation and/or (y) cause the Company to terminate this Agreement pursuant to Section 7.1(c)(ii); <omitted>
Section 7.1 Termination or Abandonment. This Agreement may be terminated and abandoned prior to the First Effective Time, whether before or after any approval by the stockholders of the Company or the shareholders of Parent of the matters presented in connection with the Mergers: <omitted> (c) by the Company: <omitted> (ii) prior to receipt of the Company Stockholder Approval, in order to enter into a definitive agreement providing for a Company Superior Proposal; or (Page 93) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_2 | Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned:<omitted> (i) in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”) if the Company has complied in all material respects with the notice, negotiation and other requirements of Section 7.1(b) and the Company, substantially concurrently with such termination, pays to Parent the Termination Fee; (Page 34) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_86 | Section 7.01 Termination. This Agreement may be terminated, in the case of clauses (a), (b), (e), or (f) below, at any time prior to the Effective Time, whether before or after the Company Shareholder Approval or, in the case of clauses (c) or (d) below, at any time prior to receipt of the Company Shareholder Approval, as follows: <omitted>
(d) by the Company, at any time prior to the receipt of the Company Shareholder Approval, if (i) the Company has received a Superior Proposal and (ii) the Company Board (or a duly authorized committee thereof) has authorized the Company to enter into a binding and definitive written Alternative Acquisition Agreement concurrently with such termination in order to accept such Superior Proposal; provided, however, that (x) the Company has complied with its covenants under Section 5.04 with respect to such Superior Proposal and (y) the Company has paid or concurrently pays the Company Termination Fee to Parent or its designee in accordance with Section 7.02(b)(iii). (Page 25) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_128 | 8.1 Termination. This Agreement may be validly terminated, and the Transactions (including the Merger) may be abandoned, at any time prior to the Effective Time, only as follows (it being understood and agreed that this Agreement may not be terminated for any other reason or on any other basis): <omitted> (h ) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company has complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) as a condition to such termination the Company pays the Company Termination Fee due to Parent in accordance with the applicable provision of Section 8.3(b); or (Page 95) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_68 | Section 8.1 Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained: <omitted>
(e) by the Company, in order to enter into a definitive agreement with respect to a Company Superior Proposal; provided, however, that (i) the Company shall not have Willfully and Materially Breached any of its obligations under Section 6.3, (ii) such definitive agreement with respect to such Company Superior Proposal shall be entered into substantially concurrently with the termination of this Agreement pursuant to this Section 8.1(e) and (iii) the Company shall pay the Company Termination Fee concurrently with such termination; (Page 105) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_141 | Section 7.1 Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Merger by the stockholders of the Company: <omitted>
(g) by the Company, prior to the Company Stockholder Approval, if concurrently with such termination the Company enters into a Company Acquisition Agreement with respect to a Superior Proposal in accordance with Section 5.3(d) and pays the Company Termination Fee pursuant to Section 7.2(a); (Page 66) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_92 | Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below): <omitted>
(d) by the Company: <omitted> (ii) if at any time prior to the receipt of the Company Shareholder Approval (A) the Company Board authorizes the Company to enter into an Alternative Company Acquisition Agreement with respect to a Superior Company Proposal to the extent permitted by, and subject to the terms and conditions of, Section 7.3, (B) substantially concurrent with the termination of this Agreement, the Company enters into an Alternative Company Acquisition Agreement providing for a Superior Company Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds the Company Termination Fee required to be paid pursuant to Section 9.3(a)(i); or (Page 84) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_40 | Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):
<omitted>
(d) by the Company:
<omitted>
(ii) if, prior to the receipt of the Company Stockholder Approval, (A) the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal to the extent permitted by, and subject to the terms and conditions of, Section 7.2, (B) substantially concurrently with the termination of this Agreement, the Company enters into an Alternative Acquisition Agreement providing for such Superior Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent (or one or more of its designees) in immediately available funds the Company Termination Fee; or (Page 84) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_57 | Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned: <omitted> (d) by the Company, at any time prior to the Offer Acceptance Time: (i) in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”) if the Company has complied in all material respects with the notice, negotiation and other requirements of Section 7.1(b)(i) and the Company, substantially concurrently with such termination, pays to Parent the Termination Fee; (Page 38) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_127 | SECTION 5.02. Solicitation; Change in Recommendation. <omitted> (d) <omitted>
Notwithstanding the foregoing limitations but subject to the Company’s compliance with Section 5.02(e) or Section 5.02(f), as applicable, prior to obtaining the Stockholder Approval, but not after, the Board of Directors of the Company or any committee thereof may <omitted> (II) cause the Company to enter into a Company Acquisition Agreement with respect to a Takeover Proposal that did not result from any material breach of this Section 5.02 and terminate this Agreement pursuant to Section 7.01(d)(ii), in either case if the Board of Directors of the Company or any committee thereof has determined in good faith, after consultation with its financial advisors and outside legal counsel, that <omitted> (y) in the case of <omitted> (B) clause (II), such Takeover Proposal constitutes a Superior Proposal.
SECTION 7.01. Termination. This Agreement may be terminated and the Transactions abandoned at any time prior to the Effective Time, whether before or after receipt of the Stockholder Approval (except as otherwise expressly noted): <omitted> (d) by the Company: <omitted>
(ii) prior to receipt of the Stockholder Approval, in connection with entering into a Company Acquisition Agreement with respect to a Superior Proposal in accordance with Section 5.02(d)(II); provided that (x) prior to or concurrently with such termination (and as a condition to such termination) the Company pays the Company Termination Fee due under Section 7.03(a) and (y) such Superior Proposal did not result from a material breach of Section 5.02 with respect to such Superior Proposal and any Takeover Proposal that was a precursor thereto. (Page 61) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_35 | Section 7.1 Termination. <omitted> (d) Termination by the Company. The Company shall have the right to terminate this Agreement at any time prior to the First Effective Time if: (i) (A) the Company Board has authorized the Company to terminate this Agreement under this Section 7.1(d)(i) in response to a Superior Acquisition Proposal in compliance with Section 5.4(e) and (B) substantially concurrently with such termination, a written definitive agreement providing for the consummation of the transactions contemplated by such Superior Acquisition Proposal is duly executed and delivered by the Company and all other parties thereto; provided, however, that the Company shall, concurrently with such termination, pay, or cause to be paid to, Parent the Company Termination Fee under Section 7.3(a); (Page 79) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_96 | Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted>
(d) by the Company:
<omitted>
(ii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement to effect a Company Superior Proposal, if the Company has complied with Section 5.2 (including Section 5.2(f)) in all material respects and enters into such definitive agreement concurrently with such termination and pays the Termination Fee in accordance with the procedures and within the time periods set forth in Section 7.3(a). (Page 66) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_45 | Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):
<omitted>
(d) by the Company:
<omitted>
(ii) prior to obtaining the Company Stockholder Approval, if (A) the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal to the extent permitted by, and subject to the terms and conditions of, Section 7.2, (B) substantially concurrent with the termination of this Agreement, the Company enters into an Alternative Acquisition Agreement providing for a Superior Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fee required to be paid pursuant to Section 9.3; (Page 89) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_47 | 6.3 Termination by the Company. This Agreement may be terminated and the Merger may be abandoned by the Company: (a) at any time prior to the time the Company Requisite Vote is obtained, if (i)the Company Board authorizes the Company, subject to complying with the terms of this Agreement (including, for the avoidance of doubt, Section 4.2 hereof), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; and (ii)immediately prior to or concurrently with the termination of this Agreement the Company enters into an Alternative Acquisition Agreement with respect to a Superior Proposal; provided, that concurrently with such termination the Company pays the Company Termination Fee pursuant to Section 6.5(b); (Page 30) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_32 | 8.1 Termination. This Agreement may be terminated prior to the Effective Time (or prior to such earlier time as set forth in this Section 8.1): <omitted> (e) by the Company, at any time prior to the Offer Acceptance Time, in order to enter into a definitive agreement providing for the consummation of a transaction (or series of related transactions) which the Company Board shall have determined, in good faith, constitutes a Superior Offer (a “Specified Agreement”) in accordance with Section 6.1(b)(i) (Page 57) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_54 | 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) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_126 | Section 8.1. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time before the Closing, as follows (with any termination by Parent also being an effective termination by Merger Sub I and Merger Sub II):
<omitted>
(h) by the Company in order to effect a Change of Recommendation and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) the Company has complied in all material respects with the terms of Section 5.3 and (ii) substantially concurrently with or prior to (and as a condition to) the termination of this Agreement, the Company pays to Parent the Termination Fee. (Page 85) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_23 | 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) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
main | contract_6 | 7.4 Other Grounds for Termination. This Agreement and the Merger may be terminated at any time before Closing (whether before or after applicable approval of this Agreement by AB’s shareholders, unless otherwise provided) by AB (on behalf of itself and the Bank) or GBCI (on behalf of itself and Glacier Bank) as follows: <omitted>
7.4.6 Superior Proposal—Termination by AB. By the board of directors of AB upon written notice to GBCI if AB’s board of directors has in good faith determined that an Acquisition Proposal received by AB constitutes a Superior Proposal; provided, however, that AB may not terminate this Agreement pursuant to this Section 7.4.6 unless (a) it has not materially breached Section 4.1.9 or Section 4.3.2, (b) promptly following the delivery of such notice of termination, it enters into a definitive acquisition agreement relating to such Superior Proposal, (c) it has provided GBCI at least 10 days’ prior written notice advising GBCI that the board of directors of AB is prepared to accept a Superior Proposal (the “Superior Proposal Notice Period”) and has given GBCI, if it so elects, an opportunity to amend the terms of this Agreement during the Superior Proposal Notice Period (and negotiated with GBCI in good faith with respect to such terms during the Superior Proposal Notice Period) in such a manner as would enable AB’s board of directors to proceed with the Merger without violating their fiduciary duties, and (d) simultaneously upon entering into such definitive acquisition agreement relating to such Superior Proposal referred to in clause (b), it delivers to GBCI the Break-Up Fee. (Page 51) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 10.04 Termination by the Company. This Agreement may be terminated by the Company at any time prior to the Effective Time:
(a) if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, the Company Board authorizes the Company, to the extent permitted by and subject to full compliance with the applicable terms and conditions of Section 6.02 hereof, to enter into a definitive agreement in respect of a Company Superior Proposal or to terminate this Agreement pursuant to a Company Intervening Event; provided, that the Company shall have paid any amounts due pursuant to Section 10.06(a)(ii) hereof in accordance with the terms, and at the times, specified therein; and provided further, that in the event of such termination, the Company substantially concurrently enters into such definitive agreement with respect to such Company Superior Proposal; or (Page 104) | Superior Offer, Intervening Event | 1 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained: <omitted> (g) by the Company, at any time prior to the receipt of the Company Stockholder Approval, pursuant to an Intervening Event or in order for the Company to enter into a definitive agreement with respect to a Company Superior Proposal to the extent permitted by, and subject to the applicable terms and conditions of, Section 6.3; provided that prior to or substantially concurrently with such termination, the Company pays or causes to be paid to Parent the Company Termination Fee; or (Page 70) | Superior Offer, Intervening Event | 1 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.1 Company Board Recommendation. <omitted> (b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the Offer Acceptance Time:(i) if any Acquired Corporation has received a bona fide written Acquisition Proposal from any Person that has not been withdrawn and after consultation with outside legal counsel and financial advisors, the Board of Directors shall have determined, in good faith, that such Acquisition Proposal is a Superior Offer <omitted> (y) the Company may terminate this Agreement pursuant to Section 8.1(d) in the event of an Intervening Event or Section 8.1(e) to enter into a Specified Agreement with respect to such Superior Offer, in each case, if and only if: (A) the Board of Directors determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, that such action is required by the fiduciary duties of the Board of Directors to the Company’s stockholders under applicable Legal Requirements <omitted>
8.1 Termination. This Agreement may be terminated prior to the Effective Time: <omitted>
(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and substantially concurrently enter into a binding written definitive acquisition agreement providing for the consummation of a transaction which the Board of Directors shall have determined, in good faith, constitutes a Superior Offer (a “Specified Agreement”); or pursuant to an Intervening Event (Page 55) | Superior Offer, Intervening Event | 1 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned:<omitted> (i) pursuant to an Intervening Event or in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”) if the Company has complied in all material respects with the notice, negotiation and other requirements of Section 7.1(b) and the Company, substantially concurrently with such termination, pays to Parent the Termination Fee; (Page 34) | Superior Offer, Intervening Event | 1 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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, or (3) pursuant to an Intervening Event; 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) | Superior Offer, Intervening Event | 1 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned: <omitted> (d) by the Company, at any time prior to the Offer Acceptance Time: (i) in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”) or in the event of an Intervening Event if the Company has complied in all material respects with the notice, negotiation and other requirements of Section 7.1(b)(i) and the Company, substantially concurrently with such termination, pays to Parent the Termination Fee; (Page 38) | Superior Offer, Intervening Event | 1 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.1. Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Closing (notwithstanding any approval of this Agreement by the stockholders of the Company, except as otherwise provided below): <omitted> (g) by the Company, at any time prior to obtaining the Company Stockholder Approval, upon prior written notice to Parent, in order to accept a Superior Proposal or pursuant to an Intervening Event and, immediately following such termination in the case of a Superior Proposal, enter into a binding and definitive written Alternative Acquisition Agreement with respect to such Superior Proposal; provided that the Company and the Company Board shall have complied in all material respects with the requirements set forth in Section 5.2 in connection with any actions leading to such Superior Proposal; (Page 34) | Superior Offer, Intervening Event | 1 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | SECTION 9.1 Termination. This Agreement may be terminated <omitted> (d) by written notice from the Company: <omitted> (iv) prior to the Offer Acceptance Time, pursuant to a Company Intervening Event or in order to enter into a definitive agreement with respect to a Superior Proposal, subject to the terms and conditions of Section 7.1(c); (Page 76) | Superior Offer, Intervening Event | 1 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_5 | Section 10.01 Termination. This Agreement may be terminated and the Mergers and the other transactions contemplated hereby may be abandoned at any time prior to the First 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 in accordance with, and subject to the terms and conditions of, Section 6.02. (Page 102) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_5 | 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 (Page 102) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_6 | 7.4 Other Grounds for Termination. This Agreement and the Merger may be terminated at any time before Closing (whether before or after applicable approval of this Agreement by AB’s shareholders, unless otherwise provided) by AB (on behalf of itself and the Bank) or GBCI (on behalf of itself and Glacier Bank) as follows: <omitted>
7.4.6 Superior Proposal—Termination by AB. By the board of directors of AB upon written notice to GBCI if AB’s board of directors has in good faith determined that an Acquisition Proposal received by AB constitutes a Superior Proposal; provided, however, that AB may not terminate this Agreement pursuant to this Section 7.4.6 unless (a) it has not materially breached Section 4.1.9 or Section 4.3.2, (b) promptly following the delivery of such notice of termination, it enters into a definitive acquisition agreement relating to such Superior Proposal, (c) it has provided GBCI at least 10 days’ prior written notice advising GBCI that the board of directors of AB is prepared to accept a Superior Proposal (the “Superior Proposal Notice Period”) and has given GBCI, if it so elects, an opportunity to amend the terms of this Agreement during the Superior Proposal Notice Period (and negotiated with GBCI in good faith with respect to such terms during the Superior Proposal Notice Period) in such a manner as would enable AB’s board of directors to proceed with the Merger without violating their fiduciary duties, and (d) simultaneously upon entering into such definitive acquisition agreement relating to such Superior Proposal referred to in clause (b), it delivers to GBCI the Break-Up Fee. (Page 51) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_6 | 7.4 Other Grounds for Termination. This Agreement and the Merger may be terminated <omitted>
7.4.6 Superior Proposal—Termination by AB. By the board of directors of AB <omitted> if AB’s board of directors has in good faith determined that an Acquisition Proposal received by AB constitutes a Superior Proposal. (Page 51) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_8 | 8.1 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, whether (except as expressly set forth below) before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained: <omitted> (d) by the Company: (i if prior to the receipt of the Company Stockholder Approval, and if the Company has complied in all material respects with Section 6.3(b) and Section 6.3(d)(iii) in respect of such Company Superior Proposal, the Company Board (or a committee thereof) determines to terminate this Agreement in accordance with Section 6.3(d)(iii) in connection with a Company Superior Proposal and the Company Board (or a committee thereof) has approved, and concurrently with the termination hereunder, the Company enters into, a definitive agreement providing for the implementation of such Company Superior Proposal; provided, however, that such termination shall not be effective unless the Company concurrently therewith pays or causes to be paid the Termination Fee in accordance with Section 8.3(b); or (Page 33) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_8 | 8.1 Termination. This Agreement may be terminated <omitted> by the Company: (i) if <omitted> the Company Board <omitted> in connection with a Company Superior Proposal (Page 33) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_12 | 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 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, in each case so long as the Company has complied with the obligations contemplated by Section 6.02(d)(iii) and prior to termination of this Agreement pursuant to this Section 8.03(b), the Company pays or causes to be paid to Parent the Termination Fee by wire transfer of immediately available funds. (Page 86) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_12 | Section 8.03. Termination by the Company. Subject to the other provisions of this Article VIII, this Agreement may be terminated <omitted> 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 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 (Page 86) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_19 | 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) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_19 | Section 8.1 Termination. This Agreement may be terminated <omitted> (g) by the Company, <omitted> to enter into a definitive agreement providing for a Superior Proposal (Page 36) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_22 | 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) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_22 | 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 (Page 60) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_23 | 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) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_23 | Section 9.01 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 (Page 106) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_32 | 8.1 Termination. This Agreement may be terminated prior to the Effective Time (or prior to such earlier time as set forth in this Section 8.1): <omitted> (e) by the Company, at any time prior to the Offer Acceptance Time, in order to enter into a definitive agreement providing for the consummation of a transaction (or series of related transactions) which the Company Board shall have determined, in good faith, constitutes a Superior Offer (a “Specified Agreement”) in accordance with Section 6.1(b)(i) (Page 57) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_32 | 8.1 Termination. This Agreement may be terminated <omitted> (e) by the Company <omitted> in order to enter into a definitive agreement providing for the consummation of a transaction (or series of related transactions) which the Company Board shall have determined, in good faith, constitutes a Superior Offer (Page 57) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_34 | Section 8.1 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger may be abandoned: <omitted> (c) by the Company prior to the receipt of the Stockholder Approval, in order to concurrently enter into a Company Acquisition Agreement with respect to a Company Superior Proposal; provided that the Company is not in breach of Section 5.2, including its obligations in Section 5.2(c) and Section 5.2(d) (other than any breach that is immaterial in scope and effect), and shall have paid or shall concurrently pay the fees due under Section 8.2(b); (Page 67) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_34 | Section 8.1 Termination. <omitted> this Agreement may be terminated <omitted> (c) by the Company <omitted> in order to concurrently enter into a Company Acquisition Agreement with respect to a Company Superior Proposal; (Page 67) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_35 | Section 7.1 Termination. <omitted> (d) Termination by the Company. The Company shall have the right to terminate this Agreement at any time prior to the First Effective Time if: (i) (A) the Company Board has authorized the Company to terminate this Agreement under this Section 7.1(d)(i) in response to a Superior Acquisition Proposal in compliance with Section 5.4(e) and (B) substantially concurrently with such termination, a written definitive agreement providing for the consummation of the transactions contemplated by such Superior Acquisition Proposal is duly executed and delivered by the Company and all other parties thereto; provided, however, that the Company shall, concurrently with such termination, pay, or cause to be paid to, Parent the Company Termination Fee under Section 7.3(a); (Page 79) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_35 | Section 7.1 Termination. <omitted> The Company shall have the right to terminate this Agreement <omitted> if: (i) (A) the Company Board has authorized the Company to terminate this Agreement under this Section 7.1(d)(i) in response to a Superior Acquisition Proposal in compliance with Section 5.4(e) (Page 79) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_36 | 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) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_36 | 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 (Page 70) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_41 | Section 7.01 Termination. This Agreement may be terminated, in the case of clauses (a), (b), (e), (f) or (g) below, at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval or, in the case of clauses (c) or (d) below, at any time prior to receipt of the Company Stockholder Approval, as follows: <omitted> (d) by the Company, at any time prior to the receipt of the Company Stockholder Approval, if (i) the Company has received a Superior Proposal, (ii) the Company Board (or any committee thereof), as permitted by Section 5.03(e), has authorized the Company to enter into an Alternative Acquisition Agreement to consummate the Superior Proposal, (iii) the Company has complied in all respects with Section 5.03 in respect of such Superior Proposal (other than any non-compliance that was both immaterial and unintentional), (iv) the Company pays the Company Termination Fee in accordance with Section 7.02(b) and (v) substantially concurrently with such termination, the Company enters into an Alternative Acquisition Agreement to consummate such Superior Proposal; (Page 35) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_41 | Section 7.01 Termination. This Agreement may be terminated <omitted> by the Company <omitted> (i) the Company has received a Superior Proposal, (ii) the Company Board (or any committee thereof) <omitted> has authorized the Company to enter into an Alternative Acquisition Agreement to consummate the Superior Proposal (Page 35) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_45 | Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):
<omitted>
(d) by the Company:
<omitted>
(ii) prior to obtaining the Company Stockholder Approval, if (A) the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal to the extent permitted by, and subject to the terms and conditions of, Section 7.2, (B) substantially concurrent with the termination of this Agreement, the Company enters into an Alternative Acquisition Agreement providing for a Superior Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fee required to be paid pursuant to Section 9.3; (Page 89) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_45 | Section 9.1 Termination. This Agreement may be terminated
<omitted>
(d) by the Company:
<omitted>
(ii) <omitted> if (A) the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (Page 89) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_49 | 8.1 Termination. This Agreement may be terminated and the Merger may be abandoned (with respect to Sections 8.1(b) through 8.1(h), by written notice by the terminating party to the other party), whether before or, subject to the terms hereof, after stockholder approval hereof: <omitted>
(f) by the Company, at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal; (ii) the Company Board has determined in good faith (after consultation with outside counsel) that the failure proceed pursuant to this Section 8.1(f) would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; (iii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to Section 6.1 with respect to such Superior Proposal; (iv) the Company has notified the Parent in writing that it intends to enter into a definitive agreement relating to such Superior Proposal, specifying the material terms and conditions of such Superior Proposal (a “Superior Proposal Notice”) (it being understood that the Superior Proposal Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement); (v) if requested by the Parent, the Company shall have made its Representatives available to negotiate with the Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to the Parent of such Superior Proposal Notice; provided, however, that in the event of any material revisions to such Superior Proposal, the Company will be required to notify Parent of such revisions and the applicable three (3) Business Day period described above shall be extended until two (2) Business Days after the time Parent receives notification from the Company of such revisions; (vi) if the Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside counsel), after considering the terms of such offer by the Parent, that the Superior Proposal giving rise to such Superior Proposal Notice continues to be a Superior Proposal and it would still be reasonably likely to be inconsistent with its fiduciary obligations of the Company Board under applicable law not to accept such Superior Proposal; and (vii) concurrently with the termination of this Agreement, the Company pays the Parent the Termination Fee contemplated by Section 8.3(b)(ii) and enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal; (Page 50) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_49 | 8.1 Termination. This Agreement may be terminated <omitted>
(f) by the Company, <omitted> in the event that: (i) the Company shall have received a Superior Proposal; (Page 50) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_50 | 9.1 Termination. This Agreement may be terminated, and the Mergers and the other transactions contemplated hereby may be abandoned, at any time prior to the Effective Time, whether before or after stockholder adoption thereof: <omitted> (c) by the Company or Hospitality, by written notice to Parent, (i) at any time prior to the time the Requisite Vote is obtained, (A) if after complying with Section 7.5(b) in connection with a Superior Proposal, both the Company Board and the Hospitality Board have authorized the Paired Entities to enter into a definitive written agreement providing for the implementation of a Superior Proposal that did not result from a breach of Section 7.5, (B) the Company and Hospitality enter into a definitive written agreement providing for such Superior Proposal concurrently with or immediately after the termination of this Agreement in accordance with its terms and (C) the Paired Entities, prior to or concurrently with, such termination, pay to Parent (or its designee) the Termination Fee in accordance with Section 9.2(b)(i); (Page 79) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_50 | 9.1 Termination. This Agreement may be terminated, <omitted> (c) by the Company or Hospitality, <omitted> (i) <omitted> (A) if <omitted> both the Company Board and the Hospitality Board have authorized the Paired Entities to enter into a definitive written agreement providing for the implementation of a Superior Proposal <omitted> (B) the Company and Hospitality enter into a definitive written agreement providing for such Superior Proposal concurrently with or immediately after the termination of this Agreement (Page 79) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_54 | 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) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_54 | Section 7.01 Termination. This Agreement may be terminated <omitted> (i) Superior Proposal. By First Choice, <omitted> in the event that the First Choice Board <omitted> makes a First Choice Subsequent Determination with respect to a Superior Proposal (Page 90) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_55 | Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned: <omitted> (d) by the Company, at any time prior to the Offer Acceptance Time: (i) if, (A) the Company Board has determined that an Acquisition Proposal constitutes a Superior Offer, (B) the Company has complied with its obligations set forth in Section 7.1(b)(i), (C) the Company, substantially concurrently with such termination, pays to Parent the Termination Fee and (D) substantially concurrently with such termination, the Company enters into a definitive Specified Agreement in respect of such Superior Offer; (Page 54) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_55 | Section 9.1 Termination. This Agreement may be terminated by the Company <omitted> if, (A) the Company Board has determined that an Acquisition Proposal constitutes a Superior Offer, (B) the Company has complied with its obligations set forth in Section 7.1(b)(i), <omitted> and (D) substantially concurrently with such termination, the Company enters into a definitive Specified Agreement in respect of such Superior Offer; (Page 54) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_58 | Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after, the Company Stockholder Approval has been obtained (with any termination by Parent also being an effective termination by Merger Sub):
<omitted>
(c) by the Company:
<omitted>
(ii) at any time prior to obtaining the Company Stockholder Approval, if (A) the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.4(d), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (B) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.4(d), enters into an Alternative Acquisition Agreement providing for a Superior Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds the Company-Paid Termination Fee; or (Page 67) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_58 | Section 7.1 Termination. This Agreement may be terminated <omitted> :
<omitted>
(c) by the Company:
<omitted>
(ii) <omitted> if (A) the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.4(d), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (Page 67) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_59 | Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after, the Company Stockholder Approval has been obtained (with any termination by Parent also being an effective termination by Merger Sub): <omitted> (c) by the Company: <omitted> (ii) at any time prior to obtaining the Company Stockholder Approval, if (A) the Company Board (acting upon the recommendation of the Special Committee) authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.4(d), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (B) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.4(d) enters into an Alternative Acquisition Agreement providing for a Superior Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds the Company-Paid Termination Fee; (Page 63) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_59 | Section 7.1 Termination. This Agreement may be terminated <omitted> by the Company: <omitted> (ii) <omitted> if (A) the Company Board (acting upon the recommendation of the Special Committee) authorizes the Company <omitted> to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (Page 63) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_66 | Section 7.1 Termination. This Agreement may be terminated and the Transactions abandoned at any time prior to the First Effective Time, whether before or after receipt of the Company Stockholder Approval or the Parent Shareholder Approval, as applicable: <omitted> (d) by the Company: <omitted> (iii) prior to obtaining the Company Stockholder Approval, in order to enter into a Company Alternative Acquisition Agreement, in accordance with Section 5.3; provided that the right to terminate this Agreement pursuant to this Section 7.1(d)(iii) shall not be available to the Company unless the Company pays, has paid or causes to be paid, the Termination Fee to Parent in accordance with Section 7.3(a) (provided that Parent shall have provided wiring instructions for such payment or, if not, then such payment shall be paid promptly following delivery of such instructions); it being understood that the Company may enter into a Company Alternative Acquisition Agreement simultaneously with the termination of this Agreement pursuant to this Section 7.1(d)(iii). (Page 69) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_66 | Section 7.1 Termination. This Agreement may be terminated <omitted> (d) by the Company <omitted> in order to enter into a Company Alternative Acquisition Agreement, in accordance with Section 5.3; (Page 69) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_68 | Section 8.1 Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained: <omitted>
(e) by the Company, in order to enter into a definitive agreement with respect to a Company Superior Proposal; provided, however, that (i) the Company shall not have Willfully and Materially Breached any of its obligations under Section 6.3, (ii) such definitive agreement with respect to such Company Superior Proposal shall be entered into substantially concurrently with the termination of this Agreement pursuant to this Section 8.1(e) and (iii) the Company shall pay the Company Termination Fee concurrently with such termination; (Page 105) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_68 | Section 8.1 Termination. This Agreement may be terminated <omitted> (e) by the Company, in order to enter into a definitive agreement with respect to a Company Superior Proposal (Page 105) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_67 | Section 9.01 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time notwithstanding receipt of the Required Company Stockholder Approval (except as expressly noted), only as follows: <omitted>
(h) by the Company, at any time prior to the receipt of the Required Company Stockholder Approval, in order to enter into a definitive agreement with respect to a Superior Proposal; provided, that (i) the Company has complied with the provisions of Section 6.02(d), (ii) the Company pays to Parent the Company Termination Fee in accordance with Section 9.03 and (iii) concurrently with such termination, the Company enters into such definitive agreement; (Page 36) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_67 | Section 9.01 Termination. <omitted> this Agreement may be terminated <omitted> : <omitted>
(h) by the Company, <omitted> in order to enter into a definitive agreement with respect to a Superior Proposal (Page 36) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_73 | 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) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_73 | 8.1 Termination . This Agreement may be terminated <omitted> :
<omitted>
(j) by the Company <omitted> in order to accept a Company Superior Offer and enter into a <omitted> definitive agreement providing for the consummation of the transaction contemplated by such Company Superior Offer (Page 97) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_79 | 8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained: <omitted> (g) by the Company, at any time prior to the receipt of the Company Stockholder Approval, in order for the Company to enter into a definitive agreement with respect to a Company Superior Proposal to the extent permitted by, and subject to the applicable terms and conditions of, Section 6.3; provided that prior to or substantially concurrently with such termination, the Company pays or causes to be paid to Parent the Company Termination Fee; or (Page 70) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_79 | 8.1 Termination. This Agreement may be terminated <omitted> (g) by the Company, at any time prior to the receipt of the Company Stockholder Approval, in order for the Company to enter into a definitive agreement with respect to a Company Superior Proposal (Page 70) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_82 | Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval (except as provided herein), only as follows: <omitted> (f) by the Company, at any time prior to the time the Company Stockholder Approval is obtained, if (i) the Company Board authorizes the Company, subject to complying with the terms of Section 5.3, to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; and (ii) the Company pays to Parent the Company Termination Fee in accordance with Section 7.4(b); (Page 53) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_82 | Section 7.1 Termination. This Agreement may be terminated <omitted> (f) by the Company <omitted> to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; (Page 53) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_87 | Section 5.10 Acquisition Proposals. <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.
<omitted>
Section 10.1 Termination of Agreement . This Agreement may be terminated only as set forth below, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or Nicolet: <omitted> (h) by the Company, prior to receipt of the Company Shareholder Approval pursuant to Section 5.10; (Page 51) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_87 | Section 5.10 Acquisition Proposals. <omitted>
(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;
<omitted>
Section 10.1 Termination of Agreement . This Agreement may be terminated only as set forth below <omitted> : <omitted> (h) by the Company <omitted> pursuant to Section 5.10; (Page 51) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_88 | Section 7.1 Termination.
<omitted>
(d) Termination by the Company. The Company shall have the right to terminate this Agreement at any time prior to the Effective Time if:
(i) (1) the Company Board has authorized the Company to terminate this Agreement under this Section 7.1(d)(i) in response to a Superior Acquisition Proposal under Section 5.4(e), (2) Parent is not then entitled to terminate this Agreement under Section 7.1(c)(ii) and (3) concurrently with such termination, a written definitive agreement providing for the consummation of the transactions contemplated by such Superior Acquisition Proposal is duly executed and delivered by the Company, the Person making such Superior Acquisition Proposal and all other parties thereto; provided, however, that the Company shall not be entitled to terminate this Agreement under this Section 7.1(d)(i), and no such purported termination shall have any effect, unless, prior to or concurrently with such termination, the Company pays Parent the Termination Fee under Section 7.3(a); or (Page 32) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_88 | Section 7.1 Termination.
<omitted>
(d) Termination by the Company. The Company shall have the right to terminate this Agreement <omitted>
(i) (1) the Company Board has authorized the Company to terminate this Agreement under this Section 7.1(d)(i) in response to a Superior Acquisition Proposal under Section 5.4(e) (Page 32) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_89 | SECTION 8.01. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to theEffective Time, whether before or after the Company Requisite Vote is obtained: <omitted> (c) by the Company: (i) prior to the time the Company Requisite Vote is obtained and subject to the Company being in compliance with Section 5.02, in order to accept a Superior Proposal and enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; (Page 56) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_89 | SECTION 8.01. Termination. This Agreement may be terminated <omitted> (c) by the Company: (i) <omitted> in order to accept a Superior Proposal and enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; (Page 56) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_92 | Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below): <omitted>
(d) by the Company: <omitted> (ii) if at any time prior to the receipt of the Company Shareholder Approval (A) the Company Board authorizes the Company to enter into an Alternative Company Acquisition Agreement with respect to a Superior Company Proposal to the extent permitted by, and subject to the terms and conditions of, Section 7.3, (B) substantially concurrent with the termination of this Agreement, the Company enters into an Alternative Company Acquisition Agreement providing for a Superior Company Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds the Company Termination Fee required to be paid pursuant to Section 9.3(a)(i); or (Page 84) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_92 | Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below): <omitted>
(d) by the Company: <omitted>
(ii) if at any time prior to the receipt of the Company Shareholder Approval (A) the Company Board authorizes the Company to enter into an Alternative Company Acquisition Agreement with respect to a Superior Company Proposal <omitted>, (B) substantially concurrent with the termination of this Agreement, the Company enters into an Alternative Company Acquisition Agreement providing for a Superior Company Proposal (Page 84) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_86 | Section 7.01 Termination. This Agreement may be terminated, in the case of clauses (a), (b), (e), or (f) below, at any time prior to the Effective Time, whether before or after the Company Shareholder Approval or, in the case of clauses (c) or (d) below, at any time prior to receipt of the Company Shareholder Approval, as follows: <omitted>
(d) by the Company, at any time prior to the receipt of the Company Shareholder Approval, if (i) the Company has received a Superior Proposal and (ii) the Company Board (or a duly authorized committee thereof) has authorized the Company to enter into a binding and definitive written Alternative Acquisition Agreement concurrently with such termination in order to accept such Superior Proposal; provided, however, that (x) the Company has complied with its covenants under Section 5.04 with respect to such Superior Proposal and (y) the Company has paid or concurrently pays the Company Termination Fee to Parent or its designee in accordance with Section 7.02(b)(iii). (Page 25) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_86 | Section 7.01 Termination. This Agreement may be terminated <omitted>
(d) by the Company, <omitted> if (i) the Company has received a Superior Proposal and (ii) the Company Board (or a duly authorized committee thereof) has authorized the Company to <omitted> accept such Superior Proposal; (Page 25) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_96 | Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted>
(d) by the Company:
<omitted>
(ii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement to effect a Company Superior Proposal, if the Company has complied with Section 5.2 (including Section 5.2(f)) in all material respects and enters into such definitive agreement concurrently with such termination and pays the Termination Fee in accordance with the procedures and within the time periods set forth in Section 7.3(a). (Page 66) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
abridged | contract_96 | Section 7.1 Termination. This Agreement may be terminated <omitted> : <omitted>
(d) by the Company:
<omitted>
(ii) <omitted> in order to enter into a definitive agreement to effect a Company Superior Proposal (Page 66) | Superior Offer | 0 | FTR Triggers-Answer | <NONE> | FTR Triggers | 97 | Deal Protection and Related Provisions |
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