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abridged | contract_144 | SECTION 5.02.No Solicitation. (a) The Company shall not <omitted> solicit <omitted> any Acquisition Proposal <omitted> the Company may <omitted> (z) terminate this Agreement pursuant to Section 8.01(f) in response to a Superior Proposal in order to enter into a definitive agreement providing for such Superior Proposal, but in each case only if: (1) the Company Board has received a Superior Proposal that did not result, directly or indirectly, from a breach of Section 5.02 (in the case of the preceding <omitted> clause (z)) <omitted> (Page 53) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Any breach of no-shop | Limitations on FTR Exercise | 99-1 | Deal Protection and Related Provisions |
abridged | contract_147 | Section 6.3 No Solicitation of Transactions.(a) From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Section 8.1, except as otherwise set forth in this Section 6.3, the Company shall not, and shall cause the Company Subsidiaries and Representatives of theCompany not to, and shall not authorize or permit the Representatives of the Company to, directly or indirectly: (i) initiate, solicit, cooperate with, assist, participate in or knowingly take any action to encourage, induce or facilitate (including by way of providing non-public information relating to the Company or Company Subsidiaries or affording access to the business or properties of theCompany) the making, submission or announcement of any Acquisition Proposal; <omitted> Section 8.1 Termination. This Agreement may be terminated, and the Merger contemplated hereby may be abandoned, by action taken or authorized by the board of directors of the terminating party or parties: <omitted> (d) by the Company (i) at any time prior to obtaining the Company Stockholder Approval if the Company Board determines to accept a Superior Proposal, but only if the Company shall have complied in all material respects with its obligations under Section 6.3 and is otherwise permitted to accept such Superior Proposal pursuant to Section 6.3(d); provided, however, that such termination shall not be effective unless the Company shall concurrently with such termination enter into the Alternative Acquisition Agreement and pay the Company Termination Fee to Parent; (Page 50) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Any breach of no-shop | Limitations on FTR Exercise | 99-1 | Deal Protection and Related Provisions |
abridged | contract_147 | Section 6.3 No Solicitation of Transactions. <omitted> the Company shall not <omitted> solicit <omitted> any Acquisition Proposal; <omitted> Section 8.1 Termination. This Agreement may be terminated <omitted> by the Company: <omitted> (i) <omitted> if the Company Board determines to accept a Superior Proposal, but only if the Company shall have complied in all material respects with its obligations under Section 6.3 and is otherwise permitted to accept such Superior Proposal pursuant to Section 6.3(d); (Page 50) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Any breach of no-shop | Limitations on FTR Exercise | 99-1 | Deal Protection and Related Provisions |
abridged | contract_148 | Section 5.4 Non-Solicitation; Change in Recommendation. <omitted> (b) <omitted> (iv) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 5.4(b)(iv)), prior to the time the Required Company Vote is obtained, the Board of Trust Managers of the Company may make a Change in Recommendation in connection with or relating to a Superior Proposal or authorize the Company to terminate this Agreement pursuant to Section 7.1(i), if and only if (A) a bona fide written Acquisition Proposal (that did not result from a breach of this Section 5.4 in any material respect) is made to the Company by a third party, and such Acquisition Proposal is not withdrawn, (B) the Board of Trust Managers of the Company determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal, (C) the Board of Trust Managers of the Company has determined in good faith (after consultation with its outside legal counsel) that the failure to effect a Change of Recommendation or authorize the Company to terminate this Agreement pursuant to Section 7.1(i) would be inconsistent with the Trust Manager’s duties under applicable Law and (D) (x) the Company provides Parent with at least 96 hours written notice stating that the Company will effect a Change of Recommendation pursuant to this Section 5.4(b)(iv) or the Board of Trust Managers of the Company will authorize the Company to terminate this Agreement pursuant to Section 7.1(i) at the expiration of such 96 hour period, which notice shall (I) provide the identity of the Person making the Superior Proposal and (II) attach the most current draft of any proposed definitive agreement and any ancillary documents with respect to such Superior Proposal; provided, however, that any change to the financial terms or any other material changes to the terms and conditions of such Superior Proposal shall require a new written notice to be delivered by the Company to Parent and the Company shall be required to comply again with the requirements of this Section 5.4(b)(iv) (provided that references to the 96 hour period above shall be deemed to refer to a two Business Day period (provided, that, for purposes of this Section 5.4(b)(iv), if the Company delivers written notice prior to 8:00 a.m. New York City time on a Business Day, such Business Day shall be included as one Business Day in such two Business Day period) in connection with the delivery of any such new notice), (y) during the period described in clause (x), the Company and its Representatives negotiate in good faith (to the extent that Parent desires to negotiate) to make any revisions to the terms of this Agreement as would permit the Board of Trust Managers of the Company not to effect a Change of Recommendation in connection with the Superior Proposal or authorize the Company to terminate this Agreement pursuant to Section 7.1(i), and (z) following the 96 hour period described in clause (x) (or two Business Day period, as applicable), the Board of Trust Managers of the Company again determines in good faith, after consultation with a financial advisor and outside legal counsel, and taking into account any adjustment or modification to the terms and conditions of this Agreement that Parent has committed in writing prior to the expiration of such 96 hour period (or two Business Day period, as applicable) and that are reflected in a written definitive agreement that would be binding on Parent if executed and delivered by the Company, that the Superior Proposal continues to (1) be reflected in a written definitive agreement that would be binding, subject to the terms and conditions of such written definitive agreement, on the applicable Person making the Superior Proposal, if executed and delivered by the Company and (2) constitute a Superior Proposal, and that the failure to effect a Change of Recommendation or authorize the Company to terminate this Agreement pursuant to Section 7.1(i) with respect to such Superior Proposal would be inconsistent with the Trust Managers’ duties under applicable Law. (Page 70) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Any breach of no-shop | Limitations on FTR Exercise | 99-1 | Deal Protection and Related Provisions |
abridged | contract_148 | Section 5.4 Non-Solicitation; Change in Recommendation. <omitted> (b) <omitted> (iv) <omitted> the Board of Trust Managers of the Company may <omitted> authorize the Company to terminate this Agreement pursuant to Section 7.1(i), if and only if (A) a bona fide written Acquisition Proposal (that did not result from a breach of this Section 5.4 in any material respect) is made to the Company by a third party, and such Acquisition Proposal is not withdrawn, (B) the Board of Trust Managers of the Company determines in good faith <omitted> that such Acquisition Proposal constitutes a Superior Proposal (Page 70) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Any breach of no-shop | Limitations on FTR Exercise | 99-1 | Deal Protection and Related Provisions |
abridged | contract_150 | 4.2 Company No Solicitation. (a) The Company will not <omitted> directly or indirectly: (i) solicit <omitted> any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal; <omitted> provided, however, that <omitted> the Company and its Representatives may engage or otherwise participate in discussions or negotiations with, and provide information to, any Person <omitted> that did not result from any breach of this Section 4.2(a) or Section 4.2(c) by the Company, any of its Subsidiaries or any of its or their respective Representative <omitted> (c) Promptly following the execution and delivery of this Agreement, the Company shall <omitted> immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person (other than Parent and its Representatives) relating to any Company Acquisition Proposal <omitted> The Company shall not, and shall cause its Affiliates not to, release any third party from <omitted> any standstill provision in any agreement to which the Company or any of its Affiliates is a party. <omitted> 4.5 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> the Company Board may make a Company Change in Recommendation related to a Company Acquisition Proposal and authorize the Company to terminate this Agreement if and only if <omitted> the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, that such Company Acquisition Proposal constitutes a Company Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties to its stockholders under applicable Legal Requirements <omitted> 6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted> (f) by the Company, at any time prior to obtaining the Required Company Stockholder Vote, in the event that (i) the Company Board shall have authorized the Company to enter into a definitive agreement relating to a Company Superior Proposal; (ii) concurrently with the termination of this Agreement, the Company enters into the definitive agreement relating to a Company Superior Proposal and pays Parent the Company Termination Fee payable to Parent pursuant to Section 6.3(a); and (iii) the Company has otherwise complied in all respects (other than de minimis noncompliance unrelated to such Company Superior Proposal) with the provisions of Section 4.2 and Section 4.5 (Page 86) | Any breach of no-shop, (Material) breach of other provisions of agreement | 1 | Limitations on FTR Exercise-Answer | Any breach of no-shop | Limitations on FTR Exercise | 99-1 | Deal Protection and Related Provisions |
abridged | contract_150 | 4.2 Company No Solicitation. (a) The Company will not <omitted> directly or indirectly: (i) solicit <omitted> any proposal <omitted> any Company Acquisition Proposal; <omitted> provided, however, that <omitted> the Company and its Representatives may engage or otherwise participate in discussions or negotiations with <omitted> any Person <omitted> that did not result from any breach of this Section 4.2(a) or Section 4.2(c) <omitted> (c) Promptly following the execution and delivery of this Agreement, the Company shall <omitted> immediately cease <omitted> any existing solicitation of, or discussions or negotiations with, any Person (other than Parent and its Representatives) relating to any Company Acquisition Proposal <omitted> The Company shall not, and shall cause its Affiliates not to, release any third party from <omitted> any standstill provision in any agreement to which the Company or any of its Affiliates is a party. <omitted> 4.5 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> the Company Board may make a Company Change in Recommendation related to a Company Acquisition Proposal and authorize the Company to terminate this Agreement if and only if <omitted> the Company Board determines <omitted> that such Company Acquisition Proposal constitutes a Company Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties to its stockholders under applicable Legal Requirements <omitted> 6.1 Termination. This Agreement may be terminated <omitted> by the Company <omitted> in the event that (i) the Company Board shall have authorized the Company to enter into a definitive agreement relating to a Company Superior Proposal; <omitted> and (iii) the Company has otherwise complied in all respects (other than de minimis noncompliance unrelated to such Company Superior Proposal) with the provisions of Section 4.2 and Section 4.5 (Page 86) | Any breach of no-shop, (Material) breach of other provisions of agreement | 1 | Limitations on FTR Exercise-Answer | Any breach of no-shop | Limitations on FTR Exercise | 99-1 | Deal Protection and Related Provisions |
main | contract_138 | (ii) subject to compliance with Section 6.04(c) and Section 6.04(d), the Board of Directors may, (A) in response to an unsolicited bona fide offer, inquiry, proposal or indication of interest with respect to a written Acquisition Proposal not resulting, in whole or in part, from a breach of this Section 6.04, that the Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to and in accordance with Section 10.01(d)(i) in order to enter into a definitive agreement for a Superior Proposal <omitted>
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) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_111 | 5.3 No Solicitation.
<omitted>
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 Offer Acceptance 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 (on behalf of the Company Parties), at any time prior to the Offer Acceptance Time 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 Parties have complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) concurrently with such termination the Company pays the Company Termination Fee due to the Parent Entities in accordance with Section 8.3(b). (Page 90) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | SECTION 8.01 Termination Rights. <omitted>
(c) Termination by the Company. The Company shall have the right to terminate this Agreement:
(i) if at any time prior to obtaining the Company Stockholder Approval and in accordance with Section 5.02, the Company enters into a Company Acquisition Agreement with respect to a Superior Company Proposal, so long as (1) the Company has not Willfully Breached its obligations under any of the terms of this Agreement and (2) the Company prior to or concurrently with such termination pays to Parent the Company Termination Fee in accordance with Section 8.02(b)(i); (Page 66) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_42 | Section 6.02 Acquisition Proposals; No Solicitation. <omitted>
Section 6.03 Company Recommendation <omitted> (b) (i) Notwithstanding anything in Section 6.02 and Section 6.03(a), at any time prior to obtaining the Stockholder Approval, if the Company has received a bona fide written Acquisition Proposal that did not result from a breach of Section 6.02, and the Company Board determines in good faith (after consultation with a financial advisor and outside legal counsel, it being understood that with respect to the matter described in clause (ii) below, only consultation with outside legal counsel shall be required), after giving effect to all of the adjustments to the terms in this Agreement proposed in writing by Parent and Merger Sub in response to such Acquisition Proposal, that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to take the actions below would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law, the Company Boardmay (A) make an Adverse Recommendation Change described in clause (i) of the definition thereof and/or (B) cause the Company to terminate this Agreement pursuant to Section 8.01(h) and authorize the Company to enter into a definitive agreement providing for a transaction that constitutes a Superior Proposal (which agreement shall be entered into concurrently with such termination), subject to compliance with the terms of paragraph (ii) below. <omitted>
Section 8.01 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing: <omitted> (h) by the Company, upon written notice to Parent, prior to obtaining the Stockholder Approval and subject to complying with the terms of Section 6.02 and Section 6.03, if the Company Board shall have effected an Adverse Recommendation Change in respect of a Superior Proposal in accordance with Section 6.03, and concurrently with such termination the Company enters into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company shall prior to or substantially concurrently with, and as a condition of, such termination, pay the Company Termination Fee to Parent pursuant to Section 9.04 (Page 78) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 6.03. No Solicitation; Other Offers.
<omitted>
(e) Notwithstanding anything contained in this Agreement to the contrary, the Board of Directors of the Company may make an Adverse Recommendation Change (i) following receipt of a Superior Proposal <omitted> or (ii) in response to an Intervening Event, in each case referred to in the foregoing clauses (i) and (ii), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under Applicable Law; provided that the Board of Directors of the Company shall not make an Adverse Recommendation Change (or terminate this Agreement pursuant to Section 10.01(d)(i)), unless (i) the Company promptly notifies Parent, in writing at least five Business Days before taking that action, of its intention to do so, attaching (A) in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal, the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the Third Party making the Superior Proposal, or (B) in the case of an Adverse Recommendation Change to be made pursuant to an Intervening Event, a reasonably detailed description of the reasons for making such Adverse Recommendation Change, (ii) during such five Business Day period, if requested by Parent, the Company and its Representatives shall have discussed and negotiated in good faith (in each case to the extent Parent desires to negotiate) with Parent and its Representatives regarding any proposal by Parent to amend the terms of this Agreement in response to such potential Adverse Recommendation Change and (iii) the Board of Directors of the Company has determined in good faith, after consulting with its outside legal counsel and the Company’s financial advisor, that Parent has not made, within such five Business Day period, an offer that (A) in the case of any Adverse Recommendation Change to be made following receipt of a Superior Proposal, is at least as favorable to the shareholders of the Company as such Superior Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new written notification from the Company and a new three Business Day period under this Section 6.03(e)) or (B) in the case of an Adverse Recommendation Change to be made pursuant to an Intervening Event, obviates the need for such Adverse Recommendation Change.
<omitted>
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 shareholders of the Company):
<omitted>
(i) at any time prior to, but not after, the Company Shareholder Approval is obtained, the Board of Directors of the Company shall have made an Adverse Recommendation Change in order to enter into a definitive agreement concerning a Superior Proposal and the Company concurrently enters into such a definitive agreement; provided that,provided that the Company is not in material breach of any of the terms of this Agreement and concurrently with such termination, the Company shall have paid the Termination Fee payable pursuant to Section 11.04; or (Page 65) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_142 | 5.4 No Solicitation. <omitted>
6.1 Company Board Recommendation. <omitted>
(b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to Offer Acceptance Time: (i) if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal did not arise out of a material breach of Section 5.4) from any Person that has not been withdrawn and, after consultation with outside legal counsel and independent financial advisors, the Company Board shall have determined, in good faith, that such 51 Acquisition Proposal is a Superior Proposal, (x) the Company Board may make a Company Adverse Change Recommendation, or (y) the Company may terminate this Agreement to enter into a Specified Agreement with respect to such Superior Proposal <omitted>
8.1 Termination. This Agreement may be terminated prior to the Effective Time: <omitted> (f) by the Company at any time prior to the Offer Acceptance Time, in order to accept a Superior Proposal and, substantially concurrent with such termination, to enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Proposal (a “Specified Agreement”), provided, that the Company has complied in all material respects with the requirements of Section 5.4 and Section 6.1(b)(i) with respect to such Superior Proposal and pays the Termination Fee as provided in Section 8.3(a); (Page 71) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | 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) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_11 | 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of thematters presented in connection with the Merger by the shareholders of the Company or Parent (except as otherwise set forth below): <omitted> (d) Company Superior Proposal—by the Company, prior to such time as the Company Shareholder Approval is obtained, in order to enter into a definitive agreement providing for a Company Superior Proposal; provided that (i) the Company is not in material breach of any of the terms of this Agreement, and (ii) the Company Termination Fee is paid to Parent in advance of or concurrently with such termination in accordance with Section 8.3(b); (Page 76) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_112 | 8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: <omitted>
(f) By: (i) Premier Financial if (A) the Premier Financial Board (or a duly authorized committee thereof) has authorized an Acceptance of Superior Proposal, and (B) Premier Financial has complied in all respects with Section 6.06; provided, that the right of Premier Financial to terminate this Agreement pursuant to this Section 8.01(f) is conditioned on and subject to the prior payment by Premier Financial to Peoples of the Termination Fee in accordance with Section 8.02(b). Any purported termination pursuant to this Section 8.01(f) shall be void and of no force or effect if Premier Financial shall not have paid and Peoples shall not have received the Termination Fee; (Page 67) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.3 No Solicitation by the Company. <omitted>
(b) Except as otherwise permitted by this Section 6.3, from and after the date of this Agreement until the Effective Time or if earlier, the termination of this Agreement in accordance with Article VIII, the Company will not, and will cause its Subsidiaries and will instruct and use commercially reasonable efforts to cause its Representatives not to, directly or indirectly, (i) initiate, solicit or knowingly encourage the making of a Company Competing Proposal, (ii) engage in any discussions or negotiations with any Person with respect to a Company Competing Proposal, (iii) furnish any non-public information regarding the Company or its Subsidiaries, or access to the properties, assets or employees of the Company or its Subsidiaries, to any Person in connection with or in response to a Company Competing Proposal, (iv) enter into any binding or nonbinding letter of intent or agreement in principle, or other agreement providing for a Company Competing Proposal (other than a confidentiality agreement as provided in Section 6.3(d)(ii)), or (v) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation or publicly recommend the approval or adoption of, or publicly approve or adopt, any Company Competing Proposal (the taking of any action described in clause (v) of this Section 6.3(b) being referred to as a “Company Change of Recommendation”). <omitted> (d) Notwithstanding anything in this Agreement to the contrary, the Company, directly or indirectly through one or more of its Representatives, may: <omitted>
(iii) prior to the receipt of the Company Stockholder Approval, in response to a bona fide written Company Competing Proposal from a third party that was not solicited at any time following the execution of this Agreement and provided that the Company is not in material breach of any of the terms of this Agreement, if the Company Board (or any committee thereof) so chooses, cause the Company to effect a Company Change of Recommendation or terminate this Agreement pursuant to Section 8.1(d)(i), if prior to taking such action (A) the Company Board (or any committee thereof) determines in good faith after consultation with its financial advisors and outside legal counsel that such Company Competing Proposal is a Company Superior Proposal (taking into account any adjustment to the terms and conditions of the Merger proposed by Parent in response to such Company Competing Proposal), and (B) the Company shall have given notice to Parent that the Company has received such proposal in accordance with Section 6.3(c), specifying the material terms and conditions of such proposal, and, that the Company intends to take such action, and either (1) Parent shall not have proposed revisions to the terms and conditions of this Agreement prior to the earlier to occur of the scheduled time for the Company Stockholders Meeting and the third Business Day after the date on which such notice is given to Parent, or (2) if Parent within the period described in the foregoing clause (1) shall have proposed revisions to the terms and conditions of this Agreement, the Company Board (or any committee thereof), after consultation with its financial advisors and outside legal counsel, shall have determined in good faith that the Company Competing Proposal remains a Company Superior Proposal with respect to Parent’s revised proposal; provided, however, that each time material modifications to the financial terms of a Company Competing Proposal determined to be a Company Superior Proposal are made, the time period set forth in this clause (B) prior to which the Company may effect a Company Change of Recommendation or terminate this Agreement shall be extended for two Business Days after notification of such change to Parent <omitted> 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 provided that the Company is not in material breach of any of the terms of this Agreement, 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) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_74 | Section 5.2 No Solicitation.(a) No Solicitation or Negotiation. <omitted> the Company and its Subsidiaries shall, and the Company and its Subsidiaries shall cause their respective directors, officers, employees, Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) to, (i) immediately cease and terminate any solicitation, encouragement <omitted> discussions or negotiations with any Persons that may be ongoing with respect to any inquiry, proposal or Acquisition Proposal <omitted>
Notwithstanding anything to the contrary set forth in this Agreement, but subject to Sections 5.2(e) and (f), at any time prior to obtaining the Company Shareholder Approval, but not after, so long as none of the Company, its Subsidiaries or their Representatives have breached in any material respect this Section 5.2, the Company’s Board of Directors (or a committee thereof) may, if the Company’s Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (x) effect a Recommendation Withdrawal in response to an Acquisition Proposal made after the date hereof that did not result from a breach of this Section 5.2 and that the Company’s Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside counsel) is a Superior Proposal (giving effect to all of the binding written adjustments, if any, offered by Parent pursuant to Section 5.2(f) or otherwise), (y) subject to prior or concurrent payment of the Termination Fee, terminate this Agreement under Section 7.1(d)(ii) to enter into an Alternative Acquisition Agreement if the Company’s Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside counsel) that the Acquisition Proposal continues to constitute a Superior Proposal and/or (z) effect a Recommendation Withdrawal in response to an Intervening Event. (Page 43) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_27 | Section 5.4 Company No Solicitation. <omitted>
Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Company Stockholder Approval is obtained, after receiving a bona fide unsolicited written Company Takeover Proposal that did not result from a material breach (or a deemed material breach) of Section 5.4, (x) the Company Board may make a Company Adverse Recommendation Change if the Company Board has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that (i) such Company Takeover Proposal constitutes a Company Superior Proposal and (ii) in light of such Company Takeover Proposal, the failure to take such action would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law and/or (y) the Company may terminate this Agreement in order to enter into a binding written agreement with respect to a Company Superior Proposal in accordance with Section 7.1(k); provided that the Company Board has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties under applicable Law; provided, however, that, prior to making any Company Adverse Recommendation Change or terminating this Agreement as described in clauses (x) and (y) of this sentence, (A) the Company has given Parent at least four Business Days’ prior written notice of its intention to take such action (which notice shall specify the material terms and conditions of any such Company Superior Proposal) and has contemporaneously provided to Parent a copy of the Company Superior Proposal and a copy of any written proposed transaction documents with the person making such Company Superior Proposal, (B) the Company has negotiated in good faith with Parent during such notice period, to the extent Parent wishes to negotiate in good faith, to enable Parent to propose revisions to the terms of this Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal, (C) following the end of such notice period, the Company Board shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Parent, and shall have determined, after consultation with its outside financial advisors and outside legal counsel, that the Company Superior Proposal continues to constitute a Company Superior Proposal if the revisions proposed by Parent were to be given effect, and (D) in the event of any change to any material terms of such Company Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (A) above of this proviso and a new notice period under clause (A) of this proviso shall commence (except that the four Business Day notice period referred to in clause (A) above of this proviso shall instead be equal to the longer of (i) three Business Days and (ii) the period remaining under the notice period under clause (A) of this proviso immediately prior to the delivery of such additional notice under this clause (D)) during which time the Company shall be required to comply with the requirements of this Section 5.4(e) anew with respect to such additional notice, including clauses (A) through (D) above of this proviso. (Page 65) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_20 | Section 7.3 No Solicitation by the Company. <omitted> (d) Notwithstanding anything in this Agreement to the contrary: <omitted> (iii) prior to the receipt of the Company Stockholder Approval, in response to an unsolicited bona fide written Company Competing Proposal from a third party made after the date of this Agreement that has not been withdrawn (provided that the Company Competing Proposal by such Person did not result from a breach or violation of this Section 7.3) <omitted> (2) the Company may terminate this Agreement pursuant to Section 9.1(d) to enter into a definitive agreement with respect to a Company Superior Proposal <omitted>
Section 9.1Termination. This Agreement may be terminated and the Merger and the other Transactions contemplated hereby may be abandoned at any time prior to the Closing, whether (except as expressly set forth below) before or after the Company Stockholder Approval has been obtained: <omitted> (d) by the Company if, prior to the receipt of the Company Stockholder Approval, and if the Company has complied in all material respects with Section 7.3(b) and Section 7.3(d)(iii) in respect of such Company Superior Proposal, the Company Board determines to terminate this Agreement in accordance with Section 7.3(d)(iii) in connection with a Company Superior Proposal and the Company Board has approved, and immediately after 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 Company Termination Fee in accordance with Section 9.3(b); or (Page 79) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_88 | Section 5.4 No Company Solicitation.
<omitted>
(e) <omitted> the Company Board may make a Company Change of Recommendation or authorize the Company to terminate this Agreement under Section 7.1(d) (i) if:
(i) the Company has received a written Alternative Acquisition Proposal that did not result from a breach of this Section 5.4; (Page 23) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_115 | Section 8.01 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 if the Company Required Vote has been obtained): <omitted> (d) by the Company, prior to the receipt of the Company Required Vote in accordance with Section 6.06(c) in order to substantially concurrently with such termination enter into a binding definitive written agreement to effect a Superior Proposal that did not arise as a result of a material breach of Section 6.06 so long as the Company pays, or causes to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with, and as a condition to the effectiveness of, such termination; (Page 57) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_114 | Section 8.1 Termination or Abandonment. This Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval by the stockholders of the Company of the matters presented in connection with the Merger: <omitted> (c) by the Company: <omitted> (iii) at any time prior to receipt of the Company Stockholder Approval if (i) the Company has received a Superior Proposal after the date of this Agreement, (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive agreement to consummate the transaction contemplated by that Superior Proposal following the procedures set forth in Section 7.3(d), (iii) the Company has complied in all material respects with the terms of Article 6 and Section 7.3(d) with respect to such Superior Proposal, and (iv) concurrently with (and as a condition to) such termination the Company pays Parent the Company Termination Fee in accordance with Section 8.3(a); (Page 58) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_135 | Section 5.3 Company Acquisition Proposals. <omitted>
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) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_116 | Section 6.4 No Solicitation by the Company and Company Change in Recommendation. <omitted> (e) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to receipt of the Company Stockholder Approval if, in response to a bona fide written Company Acquisition Proposal made after the date of this Agreement and not withdrawn that did not result from a breach in any material respect of this Section 6.4, the Special Committee determines in good faith (after consultation with its financial advisors and outside counsel) that (i) such Company Acquisition Proposal constitutes a Company Superior Proposal and (ii) the failure to make the Company Change in Recommendation or terminate this Agreement pursuant to Section 8.1(h) would reasonably be expected to be inconsistent with the Company Board’s fiduciary obligations under applicable Law, <omitted>
Section 8.1 Termination of Agreement. This Agreement may be terminated at any time prior to the Closing as follows: <omitted> (h) by the Company, if this Agreement is terminated to enter into a definitive agreement relating to a Company Superior Proposal in accordance with Section 6.4 and the Company has complied in all material respects with the terms of Section 6.4; provided, however, that the Company shall have prior to or concurrently with such termination tendered payment to Parent of the Company Termination Fee; or (Page 72) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 5.3 No Solicitation. <omitted>
(d) <omitted> Notwithstanding anything in this Agreement to the contrary, at any time prior to receipt of the Company Stockholder Approval, in response to an Alternative Proposal provided that the Company is not in material breach of any of the terms of this Agreement, if the Board of Directors of the Company determines in good faith, after consultation with its financial advisors and outside legal counsel, that(1) such Alternative Proposal constitutes a Superior Proposal and (2) the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then (x) the Board of Directors of the Company may effect a Change of Recommendation and/or authorize or cause the Company to take the actions in the following clause (y), and/or (y) the Company may, notwithstanding anything in this Agreement to the contrary, terminate this Agreement and concurrently with such termination enter into a Company Acquisition Agreement with respect to such Superior Proposal, <omitted>
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) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_134 | Section 6.03. Go-Shop; No Solicitation. <omitted> (c) Except as permitted by Section 6.03, during the period commencing on (x) with respect to any Excluded Party, the Cut Off Date, or (y) with respect to any Person or “group” who is not an Excluded Party, the No-Shop Period Start Date and, in either case, continuing until the earlier of (x) the termination of this Agreement or (y) the Effective Time, (i) neither the Company nor any of its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or knowingly permit any of their respective Representatives to, directly or indirectly, (A) solicit, initiate, propose or knowingly facilitate, induce or encourage the submission of any Acquisition Proposal or any inquiries that could reasonably be expected to result in an Acquisition Proposal (including by way of furnishing non-public information), (B) enter into or participate in any discussions or negotiations with, or furnish any non-public information relating to the Company or any of its Subsidiaries to, any Third Party for the purpose of knowingly facilitating, inducing or encouraging an Acquisition Proposal (it being understood that notifying such Person of the existence of this Section 6.03(c) shall not be a breach of this Section 6.03(c)) or (C) except for an Acceptable Confidentiality
Agreement, enter into any agreement in principle, letter of intent, merger agreement, acquisition agreement or other similar agreement relating to an Acquisition Proposal <omitted> “Superior Proposal” means a bona fide written Acquisition Proposal for at least a majority of the outstanding Shares or at least a majority of the consolidated assets of the Company and its Subsidiaries that was not solicited in material breach by the Company of the first sentence of Section 6.03(b) or the first sentence of Section 6.03(c) and that the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, and taking into account all relevant terms and conditions of such Acquisition Proposal, is more favorable to the Company’s stockholders from a financial point of view than the Merger (taking into account any irrevocable written proposal by Parent to amend the terms of this Agreement pursuant to Section 6.03(h)). <omitted> Section 10.01. Termination. This Agreement may be terminated and the Transactions may be abandoned at any time only as follows: <omitted> (d) by the Company, if: (i) at any time prior to the Acceptance Time, the Company Board authorizes the Company to enter into a definitive agreement concerning a Superior Proposal pursuant to Section 6.03(h) and the Company contemporaneously enters into such definitive agreement concerning such Superior Proposal; provided, that the Company pays the Company Termination Fee payable pursuant to Section 11.05(a)(ii); (Page 31) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_9 | Section 5.2. Acquisition Proposals. <omitted> Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the Expiration Date, (x) if an Intervening Event occurs and the Special Committee determines in good faith, after consultation with its outside legal counsel, that failure to effect a Change of Recommendation in light of such Intervening Event would be reasonably likely to be inconsistent with their fiduciary obligations under applicable Law, the Company Board (acting upon the recommendation and direction of the Special Committee) may effect a Change of Recommendation contemplated by clauses (1) or (2) of the definition thereof or (y) if the Company receives, directly or indirectly through one or more of its Representatives, an unsolicited, written, bona fide Acquisition Proposal that the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee concludes in good faith, after consultation with their financial advisor and outside legal counsel, constitutes a Superior Proposal and such Acquisition Proposal did not result from a material breach by the Company of this Section 5.2, the Company Board (acting upon the recommendation of the Special Committee) and the Special Committee may effect a Change of Recommendation and/or terminate this Agreement pursuant to Section 7.3(a) in order to enter into an Alternative Acquisition Agreement providing for such Superior Proposal,
<omitted>
Section 5.3.[Reserved].
Section 5.4.Rule 14d-10(d) Matters.
<omitted>
Section 7.3. Termination by the Company. This Agreement may be terminated and the Transactions may be abandoned by the Company: (a) at any time prior to the time the Expiration Date, in order to substantially concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with Section 5.2(c), subject to complying with the terms of this Agreement, including Sections 5.2, 5.3 and 5.4; provided, that prior to or substantially concurrently with, and as a condition to, such termination, the Company pays to Parent (or its designee) the Company Termination Fee due under Section 7.5(b); (Page 30) | Material breach of no-shop resulting in a Superior Offer, (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_0 | 7.1. Termination. At any time prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by action taken or authorized by the board of directors of the terminating party or parties, which action (x) in the case of termination pursuant to Section 7.1(a), Section 7.1(b), Section 7.1(c), Section 7.1(e) or Section 7.1(f), maybe taken or authorized before or after the Company Stockholder Approval has been obtained, (y) in the case of termination pursuant to Section 7.1(g) or Section 7.1(h), may be taken or authorized only before the Company Stockholder Approval has been obtained and (z) in the case of termination pursuant to Section 7.1(d), may be taken or authorized only after the Company Stockholder Meeting has been held at which a vote was taken on the Company Stockholder Approval: <omitted>
(h) by the Company, if the Company Board has determined to enter into a definitive agreement to accept a Superior Proposal; provided that the Company may terminate this Agreement pursuant to this Section 7.1(h) only if the Company: (i) has complied in all material respects with Section 5.3(d) with respect to such Superior Proposal, (ii) concurrently enters into a definitive agreement pursuant to which such Superior Proposal is to be effected and (iii) has paid, or concurrently pays, to Parent all amounts due pursuant to Section 7.3(b) in accordance with the terms specified therein. (Page 77) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 (No-Shop) 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; | Other | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 5.9 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:
<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, 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 5.9 provided that the Company is not in material breach of any of the terms of this Agreement; (Page 55) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_12 | Section 6.02. Acquisition Proposals; Change of Recommendation. <omitted> (d) No Change of Recommendation or Alternative Acquisition Agreement. <omitted> (iii) Notwithstanding anything to the contrary set forth in this Section 6.02(d), prior to the Offer Acceptance Time, if there has not been a breach of the Company’s obligations set forth in this Section 6.02, the Company Board may: (A) effect a Change of Recommendation (1) if an (x) unsolicited, bona fide written Acquisition Proposal is received by the Company and has not been withdrawn or (y) Intervening Event has occurred, and (2) the Company Board determines in good faith, after consultation with outside legal counsel, -68-
that a failure to effect a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law and, in the case of an Acquisition Proposal contemplated by clause (A)(1)(x) of this Section 6.02(d)(iii), after consultation with its financial advisor, that such Acquisition Proposal constitutes a Superior Proposal; and/or (B) 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 the Company may enter into or cause one of its Subsidiaries to enter into such an Alternative Acquisition Agreement) or agree, authorize or commit to do so; provided, however, that no such actions may be taken unless and until: (I) the Company has given Parent written notice at least four Business Days in advance (the “Notice Period”), which notice shall set forth in writing that the Company Board intends to consider whether to take such action and a reasonably detailed description of the basis therefor, and shall also include, (y) in the case of such an Acquisition Proposal, all information required by Section 6.02(c), mutatis mutandis, and (z) in the case of an Intervening Event, a reasonably detailed description of such Intervening Event; (II) during the Notice Period, to the extent requested by Parent, the Company shall, and shall cause its Representatives to, negotiate in good faith with Parent to revise this Agreement so that the conditions set forth in clauses (A)(2) of this Section 6.02(d)(iii) would not be satisfied or such Alternative Acquisition Agreement contemplated by clause (B) of this Section 6.02(d)(iii) would no longer be with respect to a Superior Proposal, as applicable; and (III) at the end of the Notice Period, the Company Board shall have taken into account any revisions to this Agreement proposed by Parent in writing in response to such notice contemplated by clause (I) of this 6.02(d)(iii) prior to the end of the Notice Period, and shall have thereafter determined in good faith, after consultation with outside legal counsel, that a failure to effect a Change of Recommendation would continue to be inconsistent with the directors’ fiduciary duties under applicable Law, or that such Alternative Acquisition Agreement contemplated by clause (B) of this Section 6.02(d)(iii), after consultation with its financial advisor, continues to be an Alternative Acquisition Agreement with respect to a Superior Proposal, as the case may be (it being understood that (y) any revisions to any Acquisition Proposal shall be deemed to be a new Acquisition Proposal for purposes of Section 6.02(c) and this Section 6.02(d)(iii), including for purposes of the Notice Period, except that subsequent to the initial Notice Period, the Notice Period shall be reduced to two Business Days and (z) prior to the Company or any of its Subsidiaries entering into an Alternative Acquisition Agreement contemplated by clause (B) of this Section 6.02(d)(iii), the Company shall have terminated this Agreement and abandoned the transactions contemplated by this Agreement pursuant to Section 8.03(b)).
<omitted> Section 8.03. Termination by the Company. Subject to the other provisions of this Article VIII, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by the Company: (a) at any time prior to the Offer Acceptance Time, if there has been a breach of any representation, warranty, covenant or agreement made by Parent or Merger Sub set forth in this Agreement, or if any representation or warranty of Parent or Merger Sub shall have become untrue or incorrect following the date of this Agreement, in either case such that an Offer Condition would not be satisfied (and such breach or failure to be true and correct is not curable prior to the End Date, or if curable prior to the End Date, has not been cured within the fewer of (i) 30 days after the giving of written notice of such breach or failure by the Company to Parent and Merger Sub specifying this Section 8.03(a) and describing such breach or failure and (ii) the number of days remaining until the End Date); provided that the right to terminate this Agreement and abandon the transactions contemplated by this Agreement pursuant to this -80-
Section 8.03(a) shall not be available to the Company if it has breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement which breach would give rise to a failure of an Offer Condition to be satisfied; or (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. (Pages 85-86) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_40 | Section 7.2 No Solicitation.
<omitted> Notwithstanding anything to the contrary in this Agreement, prior to the time the Company Stockholder Approval is obtained, the Company Board may effect a Company Adverse Recommendation Change (and, in the case of a 63
bona fide Company Acquisition Proposal that did not result from a material breach of this Section 7.2, terminate this Agreement pursuant to Section 9.1(d)(ii) and concurrently pay the Company Termination Fee in order to enter into a definitive agreement in connection with a Superior Proposal) if, and only if: (i) (A) a bona fide Company Acquisition Proposal that did not result from a material breach of this Section 7.2 is made to the Company after the date of this Agreement and such Company Acquisition Proposal is not withdrawn prior to such Company Adverse Recommendation Change <omitted>
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) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 4.2 Company No Solicitation. (a) The Company will not <omitted> directly or indirectly: (i) solicit <omitted> any proposal or offer that constitutes, or would reasonably be expected to lead to, any Company Acquisition Proposal; <omitted> provided, however, that <omitted> the Company and its Representatives may engage or otherwise participate in discussions or negotiations with, and provide information to, any Person <omitted> (c) Promptly following the execution and delivery of this Agreement, the Company shall <omitted> immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any Person (other than Parent and its Representatives) relating to any Company Acquisition Proposal <omitted> The Company shall not, and shall cause its Affiliates not to, release any third party from <omitted> any standstill provision in any agreement to which the Company or any of its Affiliates is a party. <omitted> 4.5 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> the Company Board may make a Company Change in Recommendation related to a Company Acquisition Proposal and authorize the Company to terminate this Agreement if and only if <omitted> the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, that such Company Acquisition Proposal constitutes a Company Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties to its stockholders under applicable Legal Requirements <omitted> 6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted> (f) by the Company, at any time prior to obtaining the Required Company Stockholder Vote, in the event that (i) the Company Board shall have authorized the Company to enter into a definitive agreement relating to a Company Superior Proposal; (ii) concurrently with the termination of this Agreement, the Company enters into the definitive agreement relating to a Company Superior Proposal and pays Parent the Company Termination Fee payable to Parent pursuant to Section 6.3(a); and provided that the Company is not in material breach of any of the terms of this Agreement (Page 86) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_94 | Section 6.1 Termination. This Agreement may be terminated and the Mergers may be abandoned: <omitted> (f) by the Company, at any time prior to obtaining the Required Company Stockholder Vote, in the event that (i) the Company Board has authorized the Company to enter into a definitive agreement relating to a Company Superior Proposal in material compliance with Section 4.5(c); and (ii) substantially concurrently with the termination of this Agreement, the Company enters into the definitive agreement relating to a Company Superior Proposal and pays Parent the Termination Fee payable to Parent pursuant to Section 6.3(a); (Page 103) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_43 | 5.3 No Solicitation. <omitted>
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, (x) the Board of Directors may make a Company Adverse Change Recommendation, or (y) the Company may terminate this Agreement pursuant to 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:
(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”)
provided that no Acquired Corporation shall be in material breach of Section 5.3 or in willful breach of Section 6.1(b)(i) in relation to such Superior Offer; (Page 55) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_95 | 6.3 No Solicitation by NIC. <omitted> 8 . 1 Termination. Subject to the provisions of this ARTICLE VIII, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time as follows: <omitted> (h) by NIC in order to effect a Change of Recommendation (of the type contemplated by Section 6.3(a)(iv) or Section 6.3(a)(v)) and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) NIC has complied in all material respects with the terms of Section 6.3(a)(i) and (ii), and (ii) substantially concurrently with or prior to (and as a condition to) the termination of this Agreement, NIC pays to Tyler the Termination Fee. (Page 50) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of thematters presented in connection with the Merger by the shareholders of the Company or Parent (except as otherwise set forth below): <omitted> (d) Company Superior Proposal—by the Company, prior to such time as the Company Shareholder Approval is obtained, in order to enter into a definitive agreement providing for a Company Superior Proposal; provided that (i) the Company is not in material breach of any of the terms of this Agreement, and (ii) the Company Termination Fee is paid to Parent in advance of or concurrently with such termination in accordance with Section 8.3(b); (Page 76) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | SECTION 5.02. No Solicitation by the Company; Company Board Recommendation. <omitted> Notwithstanding the foregoing, at any time prior to obtaining the Company Shareholder Approval, the Company Board may (I) make a Company Adverse Recommendation Change or (II) cause the Company to enter into an Acquisition Agreement constituting or that may reasonably be expected to lead to a Company Takeover Proposal <omitted> and terminate this Agreement pursuant to Section 8.01(c)(ii), <omitted>
SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Company Shareholder Approval: <omitted> (C) by the Company: <omitted>
(ii) prior to receipt of the Company Shareholder Approval, in connection with entering into an Acquisition Agreement provided that the Company is not in material breach of any of the terms of this Agreement; provided that prior to or concurrently with such termination the Company pays, or causes to be paid, the Company Termination Fee due under Section 6.06(b) so long as Parent has provided the Company with wire instructions for such payment; or (Page 58) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_7 | Section 6.1. Acquisition Proposals. <omitted> (e) Notwithstanding anything in this Section 6.1 to the contrary, at any time prior to obtaining the Company Requisite Vote, (i) the Board of Directors (or a duly authorized committee thereof) may effect a Change of Recommendation in response to an Intervening Event or (ii) if the Board of Directors (or a duly authorized committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, in response to an Acquisition Proposal (whether before or after the No-Shop Period Start Date) that did not result from a material breach of Section 6.1(b), that such proposal constitutes a Superior Proposal and such Acquisition Proposal is not withdrawn as of such time, the Board of Directors (or a duly authorized committee thereof) may (1) effect a Change of Recommendation on account of such Intervening Event or Superior Proposal or fail to include the Recommendation in the Proxy Statement and/or (2) terminate this Agreement pursuant to Section 8.1(d)(ii) to enter into a definitive agreement with respect to such Superior Proposal; provided that, (A) prior to or simultaneously with any such termination by the Company, the Company pays to Parent any Company Termination Fee required to be paid pursuant to Section 8.2(b)(i), subject to and in accordance with the terms of Section 8.2(b)(i), and (B) after consultation with its financial advisors and outside legal counsel, the Board of Directors (or a duly authorized committee thereof) determines that the failure to make a Change of Recommendation or to terminate this Agreement pursuant to Section 8.1(d)(ii) would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law;
Section 8.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement by the stockholders of the Company: <omitted>
(ii) prior to obtaining the Company Requisite Vote, in accordance with, and subject to, and in compliance with, all of the terms and conditions of, Section 6.1(e) in order to enter into a definitive agreement with respect to a Superior Proposal, if prior to or concurrently with such termination, the Company pays the Company Termination Fee due under Section 8.2(b)(i); (Page 78) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_91 | 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after the receipt of the Requisite Stockholder Approval (except as provided in this Agreement), 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 an Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) concurrently with such termination, the Company pays, or causes to be paid, to Parent or its designee the Company Termination Fee pursuant to Section 8.3(b)(iii); and (iv) the Company has complied in all material respects with Section 5.3 with respect to such Superior Proposal; or (Page 97) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_55 | Section 6.3 No Solicitation. <omitted> Section 7.1 Company Board Recommendation. <omitted> (b) <omitted> (i) if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal was made after the date of this Agreement and did not arise out of a material breach of Section 6.3(a)) <omitted> the Company may terminate this Agreement to enter into a Specified Agreement with respect to such Superior Offer <omitted> Section 9.1 Termination. This Agreement may be terminated <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) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 5.3 Acquisition Proposals.
<omitted>
(e) Change of Recommendation / Superior Proposal Termination. Notwith-standing anything to the contrary in this Agreement, at any time prior to the time the Company Stockholder Approval is obtained, (x) the Company Board may make a Change of Recommendation (1) if the Company receives a bona fide unsolicited Acquisition Proposal following the Agreement Date <omitted> and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (2) in response to a Company Intervening Event, in either case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (y) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1), the Company may also terminate this Agreement pursuant to Section 7.1 to enter into an Alternative Acquisition Agreement with respect to the applicable Superior Proposal; provided, however, that neither the Company Board or the Company shall take any of the foregoing actions unless:
<omitted>
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, provided that the Company is not in material breach of any of the terms of this Agreement, 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(a); or (Page 60) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_66 | Section 5.3 No Solicitation by the Company; Company Change in Recommendation.(a) Except as provided in Section 5.3(b) or Section 5.3(d), from the date of this Agreement until the earlier of the First EffectiveTime and the termination of this Agreement in accordance with Section 7.1 <omitted> (ii) the Company shall not, and shall not authorize or permit any of its Subsidiaries or anyCompany Representatives to, directly or indirectly through another Person, (A) initiate, seek, solicit or knowingly encourage (including by way of furnishing any non-public information regarding the Company or any of its Subsidiaries), or knowingly induce or knowingly facilitate or take any other action which would reasonably be expected to lead to the making, submission or announcement of any Company TakeoverProposal, (B) engage or participate in negotiations or discussions with, or provide any non-public information or non-public data to, anyPerson (other than Parent or any Parent Representatives) relating to any Company Takeover Proposal or grant any waiver or release under any standstill or other agreement (except that if the Company Board (or any duly authorized committee thereof) determines in good faith (after consultation with its outside counsel) that the failure to grant any waiver or release would be inconsistent with the Company directors’ fiduciary duties under applicable law, the Company may waive any such standstill provision in order to permit a third party to make a Company Takeover Proposal) or (C) resolve to do any of the foregoing; <omitted> (b) Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, if the Company receives a written Company Takeover Proposal from a third party and the receipt of such Company Takeover Proposal was not initiated, sought, solicited, knowingly encouraged or knowingly induced or knowingly facilitated in material violation of Section 5.3(a), then the Company may (i) contact the Person who has made such Company Takeover Proposal and its Representatives in order to clarify the terms of such Company Takeover Proposal so that the Company Board (or any duly authorized committee thereof) may inform itself about such Company Takeover Proposal, (ii) furnish information concerning its business, properties or assets to the Person who has made such Company Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been furnished to Parent or is furnished to Parent prior to or substantially concurrently with the time it is furnished to such Person) and (iii) negotiate and participate in discussions and negotiations with the Person who has made such Company Takeover Proposal and its Representatives concerning such Company Takeover Proposal, if, in the case of each of clauses (ii) and (iii), the Company Board (or any duly authorized committee thereof) determines in good faith (after consultation with its outside counsel and financial advisor) that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal. <omitted> (d) If, at any time prior to obtaining the Company Stockholder Approval, the Company Board (or any duly authorized committee thereof) receives a Company Takeover Proposal that it determines in good faith (after consultation with its outside counsel and financial advisor) constitutes a Company Superior Proposal, the Company Board (or any duly authorized committee thereof) may (i) effect a Company Adverse Recommendation Change or (ii) authorize the Company to terminate this Agreement pursuant to Section 7.1(d)(iii) in order to enter into a definitive written agreement providing for a Company Superior Proposal <omitted> 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) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 6.03. No Solicitation. <omitted>
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: <omitted>
(ii) at any time prior to, but not after, the Company Stockholder Approval is obtained, the Company Board has made an Adverse Recommendation Change in order to accept a Superior Proposal and the Company concurrently enters into a binding written definitive acquisition agreement providing for the consummation of a transaction for a Superior Proposal; provided that (A) provided that the Company is not in material breach of any of the terms of this Agreement and (B) the Company shall have paid the Termination Fee immediately before or simultaneously with, and as a condition to, such termination. (Page 76) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | 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) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_80 | 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 and, immediately following such termination, 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) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_2 | Section 7.1 Company Board Recommendation. <omitted> (b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to accepting for payment such number of Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition (the “Offer Acceptance Time”), if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal did not arise out of a material breach of Section 6.3(a)) from any Person that has not been withdrawn and is a Superior Offer, (x) the Company Board may make a Company Adverse Change Recommendation, or (y) the Company may terminate this Agreement to enter into a Specified Agreement with respect to such Superior Offer,
<omitted>
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) and the Company, substantially concurrently with such termination, pays to Parent the Termination Fee; (Page 34) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_68 | Section 6.3 No Solicitation by the Company. <omitted> 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 (Page 105) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 4.1.9 Acquisition Proposal. AB and the Bank will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. AB agrees that neither it nor any of its Subsidiaries will, and AB will direct and use its commercially reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to initiate, solicit, encourage or take any other action to facilitate any inquiries or the making of any proposal or offer(including, without limitation, any proposal or offer to shareholders of AB) with respect to an Acquisition Event (any such proposal or offer, an “Acquisition Proposal”) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; except that, in the event AB receives an unsolicited bona fide Acquisition Proposal and the board of directors of AB determines prior to approval of this Agreement and the Merger by AB’s shareholders at the AB Meeting, in good faith and after consultation with independent legal counsel, that (a) such Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, and (b) fiduciary duties applicable to it require it to engage in negotiations with, provide confidential information or data to, or have any discussions with a Person in connection with such Acquisition Proposal, AB may do so to the extent the board of directors of AB determines it is required by its fiduciary duties. In such event, prior to providing any confidential information or data to any such Person, AB and such Person shall have executed a confidentiality agreement on terms at least as favorable to AB as those contained in the Confidentiality Agreement. AB will further notify GBCI in writing promptly (and in any event within two Business Days) if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with AB, or if any such inquiry, proposal or request is thereafter materially modified or amended, including providing to GBCI the material terms and conditions of any such proposal or inquiry in connection with each required notice, together with a copy of any written proposals received (it being understood that the name of Person making the Acquisition Proposal may be redacted from the copy of the written proposal provided to GBCI). AB will take the necessary steps to inform the appropriate individuals or entities referred to in the second sentence of this Section 4.1.9 of the obligations to be undertaken in this Section 4.1.9. Nothing contained in this Section 4.1.9 shall prohibit AB or the board of directors of AB from complying with AB’s obligations required under Rule 14e-2(a) promulgated under the Exchange Act; provided, however, that any such disclosure relating to an Acquisition Proposal (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f)under the Exchange Act) shall be deemed a change in the board of directors of AB’s recommendation that AB’s shareholders approve this Agreement and the Merger unless the board of directors of AB reaffirms such recommendation in such disclosure.
<omitted>
4.3.2 Submission to Shareholders. AB will promptly take the actions necessary in accordance with applicable Law and its articles of incorporation and bylaws to convene a shareholders’ meeting to consider the approval of this Agreement and to authorize the transactions contemplated by this Agreement (such meeting and any adjournment or postponement thereof, the “AB Meeting”). The AB Meeting will be held on the earliest practical date after the date the Prospectus/Proxy Statement may first be sent to AB’s shareholders without objection by applicable Governmental Authorities. The board of directors of AB has adopted a resolution recommending approval of this Agreement and the Merger by AB’s shareholders, and it shall not withdraw, modify, or qualify its recommendation unless, subsequent to the Execution Date, AB receives a Superior Proposal and the board of directors of AB determines, in good faith and upon the written advice of independent legal counsel, that it would be inconsistent with its fiduciary duties under applicable Law not to withdraw, modify, or qualify such recommendation. AB shall use its commercially reasonable efforts to obtain from the shareholders of AB approval of this Agreement in accordance with Utah Law, including (except as provided in the preceding sentence) by communicating to its shareholders its recommendation(and including such recommendation in the Prospectus/Proxy Statement) that they approve this Agreement and the Merger. Subject to applicable Law, AB shall adjourn or postpone the AB Meeting if, as of the time for which such meeting is originally scheduled, there are insufficient shares of AB Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if, on the date of such AB Meeting, (a) AB has not received proxies representing a sufficient number of shares necessary to obtain the required approval by AB’s shareholders and such approval remains possible to obtain and (b) the shareholders of AB have authorized by the requisite vote under Utah Law the adjournment pursuant to the Prospectus/Proxy Statement; provided that AB shall only be required to adjourn the AB Meeting two times pursuant to this Section 4.3.2.
<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) the AB is not in material breach of any of the terms of this Agreement, (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) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_6 | 4.1.9 Acquisition Proposal. AB and the Bank will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. AB agrees that neither it nor any of its Subsidiaries will, and AB will direct and use its commercially reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to initiate, solicit, encourage or take any other action to facilitate any inquiries or the making of any proposal or offer(including, without limitation, any proposal or offer to shareholders of AB) with respect to an Acquisition Event (any such proposal or offer, an “Acquisition Proposal”) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; except that, in the event AB receives an unsolicited bona fide Acquisition Proposal and the board of directors of AB determines prior to approval of this Agreement and the Merger by AB’s shareholders at the AB Meeting, in good faith and after consultation with independent legal counsel, that (a) such Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, and (b) fiduciary duties applicable to it require it to engage in negotiations with, provide confidential information or data to, or have any discussions with a Person in connection with such Acquisition Proposal, AB may do so to the extent the board of directors of AB determines it is required by its fiduciary duties. In such event, prior to providing any confidential information or data to any such Person, AB and such Person shall have executed a confidentiality agreement on terms at least as favorable to AB as those contained in the Confidentiality Agreement. AB will further notify GBCI in writing promptly (and in any event within two Business Days) if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with AB, or if any such inquiry, proposal or request is thereafter materially modified or amended, including providing to GBCI the material terms and conditions of any such proposal or inquiry in connection with each required notice, together with a copy of any written proposals received (it being understood that the name of Person making the Acquisition Proposal may be redacted from the copy of the written proposal provided to GBCI). AB will take the necessary steps to inform the appropriate individuals or entities referred to in the second sentence of this Section 4.1.9 of the obligations to be undertaken in this Section 4.1.9. Nothing contained in this Section 4.1.9 shall prohibit AB or the board of directors of AB from complying with AB’s obligations required under Rule 14e-2(a) promulgated under the Exchange Act; provided, however, that any such disclosure relating to an Acquisition Proposal (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f)under the Exchange Act) shall be deemed a change in the board of directors of AB’s recommendation that AB’s shareholders approve this Agreement and the Merger unless the board of directors of AB reaffirms such recommendation in such disclosure.
<omitted>
4.3.2 Submission to Shareholders. AB will promptly take the actions necessary in accordance with applicable Law and its articles of incorporation and bylaws to convene a shareholders’ meeting to consider the approval of this Agreement and to authorize the transactions contemplated by this Agreement (such meeting and any adjournment or postponement thereof, the “AB Meeting”). The AB Meeting will be held on the earliest practical date after the date the Prospectus/Proxy Statement may first be sent to AB’s shareholders without objection by applicable Governmental Authorities. The board of directors of AB has adopted a resolution recommending approval of this Agreement and the Merger by AB’s shareholders, and it shall not withdraw, modify, or qualify its recommendation unless, subsequent to the Execution Date, AB receives a Superior Proposal and the board of directors of AB determines, in good faith and upon the written advice of independent legal counsel, that it would be inconsistent with its fiduciary duties under applicable Law not to withdraw, modify, or qualify such recommendation. AB shall use its commercially reasonable efforts to obtain from the shareholders of AB approval of this Agreement in accordance with Utah Law, including (except as provided in the preceding sentence) by communicating to its shareholders its recommendation(and including such recommendation in the Prospectus/Proxy Statement) that they approve this Agreement and the Merger. Subject to applicable Law, AB shall adjourn or postpone the AB Meeting if, as of the time for which such meeting is originally scheduled, there are insufficient shares of AB Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if, on the date of such AB Meeting, (a) AB has not received proxies representing a sufficient number of shares necessary to obtain the required approval by AB’s shareholders and such approval remains possible to obtain and (b) the shareholders of AB have authorized by the requisite vote under Utah Law the adjournment pursuant to the Prospectus/Proxy Statement; provided that AB shall only be required to adjourn the AB Meeting two times pursuant to this Section 4.3.2.
<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) | Material breach of no-shop, (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.01 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 if the Company Required Vote has been obtained): <omitted> (d) by the Company, prior to the receipt of the Company Required Vote in accordance with Section 6.06(c) in order to substantially concurrently with such termination enter into a binding definitive written agreement to effect a Superior Proposal provided that the Company is not in material breach of any of the terms of this Agreement so long as the Company pays, or causes to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with, and as a condition to the effectiveness of, such termination; (Page 57) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 5.10 Acquisition Proposals. (a) The Company will immediately cease and cause to be terminated any activities, discussions or negotiations with any Persons other than Nicolet with respect to any Acquisition Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. <omitted>
(b) <omitted> provided that, in the event the Company receives an unsolicited bona fide Acquisition Proposal, from a Person other than Nicolet, after the execution of this Agreement and prior to the receipt of the Company Shareholder Approval, and the Company Board concludes in good faith, after consultation with its financial advisor and outside counsel, that such Acquisition Proposal constitutes a Superior Proposal or could reasonably be likely to result in a Superior Proposal and, after considering the advice of outside counsel, that failure to take such actions could be reasonably likely to result in a violation of the directors’ fiduciary duties under applicable law, the Company may: (i) furnish information with respect to it to such Person making such Acquisition Proposal pursuant to a customary confidentiality agreement (subject to the requirement that any such information not previously provided to Nicolet shall be promptly furnished to Nicolet); (ii) participate in discussions or negotiations regarding such Acquisition Proposal; and (iii) terminate this Agreement in order to concurrently enter into an agreement with respect to such Acquisition Proposal; provided, however, that the Company may not terminate this Agreement pursuant to this Section 5.10 unless and until (x) five (5) Business Days have elapsed following the delivery to Nicolet of a written notice of such determination by the Company Board and, during such five (5) Business-Day period, the parties cooperate with one another with the intent of enabling the parties to engage in good faith negotiations so that the Contemplated Transactions may be effected, and (y) at the end of such five (5) Business-Day period, the Company Board continues, in good faith and after consultation with outside legal counsel and financial advisors, to believe that a Superior Proposal continues to exist, also provided that the Company is not in material breach of any of the terms of this Agreement. (Page 41) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_23 | Section 6.03 No Solicitation by the Company.
<omitted>
(f) <omitted> in response to a bona fide Company Acquisition Proposal that has not resulted from a violation of this Section 6.03 <omitted> subject to compliance with this Section 6.03(f), <omitted> (ii) terminate this Agreement in accordance with Section 9.01(d)
<omitted>
Section 9.01 Termination. This Agreement may be terminated and the Merger and the other transactions contemplated hereby may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval or the Parent Shareholder Approval):
<omitted>
(d) by the Company:
<omitted>
(iii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement providing for a Company Superior Proposal promptly following such termination, provided that the Company (i) shall have complied with all of the terms and conditions set forth in Section 6.03 (No Solicitation), (ii) shall have paid the Company Termination Payment substantially concurrently with or prior to (and as a condition to) such termination in accordance with Section 9.03(a) and (iii) substantially concurrently enters into such definitive agreement with respect to such Company Superior Proposal. (Page 106) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 7.2. Acquisition Proposals; Change of Recommendation.
<omitted>
(d) No Change of Recommendation or Alternative Acquisition Agreement.
<omitted>
(ii) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to the time the Requisite Company Vote is obtained, in response to an Acquisition Proposalprovided that the Company is not in material breach of any of the terms of this Agreement, if the Company Board determines in good faith, after consultation with outside legal counsel and financial advisor, that (A) such Acquisition Proposal constitutes a Superior Proposal, and (B) the failure to effect a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law, then, notwithstanding anything in this Agreement to the contrary, (x) the Company Board may effect a Change of Recommendation and/or (y) terminate this Agreement and concurrently with such termination enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided, however, that prior to taking such actions: (I) the Company must give Parent written notice of its intention to take such action at least four (4) Business Days in advance (the “Takeover Notice Period”), which notice shall set forth and shall also include all information required by Section 7.2(c), mutatis mutandis (it being understood that each time any material revision or amendment to the terms of the Acquisition Proposal determined to be a Superior Proposal is made, the four(4)-Business Day period shall be extended for an additional two (2) Business Days after notification of such change); (II) during the Takeover Notice Period, to the extent requested by Parent, the Company shall, and shall cause its Representatives to, negotiate in good faith with Parent regarding any adjustments or modifications to the terms of this Agreement proposed by Parent; and (III) at the end of the Takeover Notice Period, the Company Board shall have, taking into account any revisions to this Agreement proposed by Parent in writing and any other information offered by Parent in response to such notice contemplated by clause (I) of this Section 7.2(d)(ii) prior to the end of the Takeover Notice Period, thereafter determined in good faith, after consultation with outside legal counsel and financial advisor, that such Acquisition Proposal continues to be a Superior Proposal and failure to make a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law.
<omitted>
9.3. Termination by the Company. 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, but not after, the Requisite Company Vote is obtained, to enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with Section 7.2(d)(ii); provided, however, that the Company shall have substantially concurrently with such termination paid or caused to be paid to Parent the Company Termination Fee pursuant to Section 9.5(c). (Page 90) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 4.3. No Solicitation. <omitted>
7.1.Termination. This Agreement may be terminated, and the Merger and the other Transactions may be abandoned, at any time prior to the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted>
(h) by the Company, at any time prior to the receipt of the Company Required Vote, 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 (i) the Company has complied with the requirements of the terms of this Agreement (other than any non-compliance that was both immaterial and unintentional); (ii) the Company Board (or any committee thereof), as permitted by Section 5.1(b), has authorized the Company to enter into a Specified Agreement to consummate the Superior Offer, (iii) prior to or substantially concurrently with the termination of this Agreement the Company pays the Company Termination Fee due to Parent in accordance with Section 7.3(b) and (iv) substantially concurrently with such termination, the Company enters into a Specified Agreement to consummate such Superior Offer; or (Page 64) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_62 | 7.1 Termination. This Agreement may be terminated <omitted> (h) by the Company at any time prior to the Acceptance Time if the Company Board authorizes the Company to enter into a definitive Company Acquisition Agreement providing for a Superior Proposal and to, concurrently with such termination, enter into such Company Acquisition Agreement if the Company and the Company Board shall have complied in all material respects with the notice, negotiation and other requirements set forth in Section 5.4(e) and the Company, substantially concurrently with and as a condition to such termination, pays to Parent the Company Termination Fee. (Page 55) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_5 | Section 6.02 No Solicitation by the Company. (a) From the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement, except as otherwise set forth in this Section 6.02, the Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ respective directors and officers to not, and shall use its reasonable best efforts to cause its and its Subsidiaries’ other respective Representatives to not, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information) any inquiries regarding, or the making or submission of any Company Acquisition Proposal, <omitted> 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) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_119 | Section 6.03. No Solicitation; Other Offers.
<omitted>
(e) Notwithstanding anything contained in this Agreement to the contrary, the Board of Directors of the Company may make an Adverse Recommendation Change (i) following receipt of a Superior Proposal that did not result from a willful and material breach of this Section 6.03 or (ii) in response to an Intervening Event, in each case referred to in the foregoing clauses (i) and (ii), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under Applicable Law; provided that the Board of Directors of the Company shall not make an Adverse Recommendation Change (or terminate this Agreement pursuant to Section 10.01(d)(i)), unless (i) the Company promptly notifies Parent, in writing at least five Business Days before taking that action, of its intention to do so, attaching (A) in the case of an Adverse Recommendation Change to be made following receipt of a Superior Proposal, the most current version of the proposed agreement under which such Superior Proposal is proposed to be consummated and the identity of the Third Party making the Superior Proposal, or (B) in the case of an Adverse Recommendation Change to be made pursuant to an Intervening Event, a reasonably detailed description of the reasons for making such Adverse Recommendation Change, (ii) during such five Business Day period, if requested by Parent, the Company and its Representatives shall have discussed and negotiated in good faith (in each case to the extent Parent desires to negotiate) with Parent and its Representatives regarding any proposal by Parent to amend the terms of this Agreement in response to such potential Adverse Recommendation Change and (iii) the Board of Directors of the Company has determined in good faith, after consulting with its outside legal counsel and the Company’s financial advisor, that Parent has not made, within such five Business Day period, an offer that (A) in the case of any Adverse Recommendation Change to be made following receipt of a Superior Proposal, is at least as favorable to the shareholders of the Company as such Superior Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new written notification from the Company and a new three Business Day period under this Section 6.03(e)) or (B) in the case of an Adverse Recommendation Change to be made pursuant to an Intervening Event, obviates the need for such Adverse Recommendation Change.
<omitted>
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 shareholders of the Company):
<omitted>
(i) at any time prior to, but not after, the Company Shareholder Approval is obtained, the Board of Directors of the Company shall have made an Adverse Recommendation Change in order to enter into a definitive agreement concerning a Superior Proposal and the Company concurrently enters into such a definitive agreement; provided that, the Company and the Board of Directors of the Company shall have complied with Section 6.03(e) with respect to such Superior Proposal and concurrently with such termination, the Company shall have paid the Termination Fee payable pursuant to Section 11.04; or (Page 65) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_143 | Section 6.3 No Solicitation by the Company.
<omitted>
Section 8.1 Termination. This Agreement may be terminated and the 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 has been obtained:
<omitted>
(d) 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 breached any of its obligations under Section 6.3 (other than a de minimis breach), (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(d) and (iii) the Company shall pay the Company Termination Fee concurrently with such termination. (Page 83) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_102 | 9.1. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the OCSI Matters by the stockholders of OCSI or the OCSL Matters by the stockholders of OCSL: <omitted> (c) by OCSI, if: <omitted> (iv) at any time prior to the time the approval of stockholders with respect to the OCSI Matters is obtained, (A) OCSI is not in material breach of any of the terms of this Agreement, (Page 64) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | SECTION 5.3 No Solicitation by the Company; Company Recommendation.
<omitted>
(d) <omitted> provided, however, that the Company Board and the Company Special Committee shall not, and shall cause the Company not to, make a Company Adverse Recommendation Change in connection with a Company Superior Proposal unless (I) the Company has given Parent at least four (4) Business Days’ prior written notice of its intention to take such action <omitted> (II) the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate, to enable Parent to propose in writing a binding offer to effect revisions to the terms of this Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal, (III) following the end of such notice period, the Company Board or the Company Special Committee shall have considered in good faith any such binding offer from Parent, and shall have determined that the Company Superior Proposal would continue to constitute a Company Superior Proposal if the revisions proposed in such binding offer were to be given effect and (IV) in the event of any material change to the material terms of such Company Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (I) above and the notice period shall have recommenced, except that the notice period shall be at least two (2) Business Days (rather than the four (4) Business Days otherwise contemplated by clause (I) above); <omitted>
SECTION 8.1 Termination. This Agreement may be terminated <omitted>
(c) by the Company: <omitted>
(iii) prior to obtaining the Company Stockholder Approval, in order to effect a Company Adverse Recommendation Change and concurrently enter into a definitive agreement providing for a Company Superior Proposal; provided that the Company is not in material breach of any of the terms of this Agreement. (Page 64) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_140 | Section 5.4 Acquisition Proposals. <omitted> (b) (i) Notwithstanding the foregoing, the Board of Directors of VEREIT and the Board of Directors of Realty Income shall each be permitted, prior to its respective meeting of stockholders to be held pursuant to Section 5.1, and subject to (A) compliance with the other terms of this Section 5.4 and (B) first entering into a confidentiality agreement having provisions that are no less favorable to such party than those contained in the Confidentiality Agreement (provided that such agreement need not contain any standstill or similar provision prohibiting the making of an Acquisition Proposal), to engage in discussions and negotiations with, or provide any nonpublic information or data to, any Person in response to an unsolicited bona fide written Acquisition Proposal by such Person first made after the date of this Agreement (that did not result from a material breach of this Section 5.4) and which the Board of Directors of VEREIT or the Board of Directors of Realty Income, as applicable, concludes in good faith (after consultation with outside legal counsel and financial advisors) constitutes or is reasonably likely to result in a Superior Proposal, if and only to the extent that the directors of VEREIT or of Realty Income, as applicable, conclude in good faith (after consultation with their outside legal counsel) that failure to do so would reasonably be expected to result in a breach of their duties to VEREIT or Realty Income, as applicable. VEREIT or Realty Income, as applicable, shall provide the other with a copy of any nonpublic information or data provided to a third party pursuant to the prior sentence prior to or substantially concurrently with furnishing such information to such third party (except to the extent that such nonpublic information or data shall have been previously provided to the other party). <omitted> Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, by action taken or authorized by the Board of Directors of the terminating party or parties, whether before or after approval of the Merger by the stockholders of VEREIT or Realty Income: <omitted> (d) by VEREIT, upon written notice to Realty Income: (i) at any time prior to the receipt of the VEREIT Required Stockholders Vote in order to enter into an Acquisition Agreement with respect to a Superior Proposal in accordance with the express terms and conditions of Section 5.4; provided, however, that this Agreement may not be so terminated unless the payment required by Section 7.2(b)(i) is made in full to Realty Income substantially concurrently with the occurrence of such termination and the entry into such Acquisition Agreement with respect to such Superior Proposal; and (Page 40) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_79 | 6.3 No Solicitation by the Company.
(a) Except as expressly permitted by this Section 6.3, the Company shall not, and shall cause its controlled Affiliates and its and their directors and officers not to, and shall use its reasonable best efforts to cause its and their other Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing information), or knowingly facilitate, any inquiries regarding, or the making of, any proposal the consummation of which would constitute a Company Alternative Transaction (other than discussions solely to clarify whether any proposal or offer constitutes a Company Alternative Transaction), or (ii) participate in any discussions or negotiations, or knowingly cooperate with any person (or group of persons), with respect to any inquiries regarding, or the making of, any proposal the consummation of which would constitute a Company Alternative Transaction (other than to state that the terms of this provision prohibit such discussions or negotiations or discussions solely to clarify whether such proposal or offer constitutes an Company Alternative Transaction); <omitted>
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) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_30 | 7.05 Acquisition Proposals. <omitted> Notwithstanding the foregoing, nothing contained in this Section 7.05 shall prohibit CBTC, prior to the CBTC Meeting and subject to compliance with the other terms of this Section 7.05, from furnishing nonpublic information to, or entering into discussions or negotiations with, any Person that makes an unsolicited, bona fide written Acquisition Proposal with respect to CBTC or any of its Significant Subsidiaries (that did not result from a breach of this Section 7.05), if, and only to the extent that <omitted> (iii) the CBTC Board concludes in good faith, after consultation with its outside legal counsel and financial advisors, that the Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal <omitted>
9.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: <omitted>
(h) Superior Proposal. (i) By CBTC, if the CBTC Board so determines by a vote of the majority of the members of its entire board, at any time prior to the CBTC Meeting, in order to concurrently enter into an agreement with respect to an Acquisition Proposal that was received and considered by CBTC in compliance with Section 7.05 (Page 59) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_110 | Section 8.1 Termination of Agreement. This Agreement may be terminated at any time prior to the Closing (notwithstanding receipt of the Company Stockholder Approval, except as expressly noted) as follows: <omitted>
(h) by the Company prior to the time the Company Stockholder Approval is obtained, if the Company Board or any committee thereof shall have effected a Company Change in Recommendation; (Page 86)
Section 6.4 No Solicitation by the Company and Company Change in Recommendation. <omitted>
(e) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to receipt of the Company Stockholder Approval if, in response to a bona fide written Company Acquisition Proposal made after the date of this Agreement and not withdrawn that did not result from a material breach in any respect of this Section 6.4, the Company Board determines in good faith (after consultation with its financial advisors and outside counsel) that (i) such Company Acquisition Proposal constitutes a Company Superior Proposal and (ii) the failure to do so would reasonably be expected to be inconsistent with its fiduciary obligations under applicable Law, (A) subject to compliance with Section 6.4(f), the Company Board may make a Company Change in Recommendation and the Company may subsequently terminate this Agreement pursuant to Section 8.1(h) or (B) the Company may terminate this Agreement pursuant to Section 8.1(i) in order to enter into a Company Alternative Acquisition Agreement with respect to such Company Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to Section 8.1(i) unless the Company (1) has complied with its obligations under Section 6.4(f), (2) pays, or causes to be paid, to Parent the Company Termination Fee payable pursuant to Section 8.4(c) prior to or concurrently with to such termination and (3) concurrently with such termination, enters into a definitive Company Alternative Acquisition Agreement that documents the terms and conditions of such Company Superior Proposal.
<omitted>
Section 8.1 Termination of Agreement. This Agreement may be terminated at any time prior to the Closing (notwithstanding receipt of the Company Stockholder Approval, except as expressly noted) as follows: <omitted>
(i) by the Company prior to the time the Company Stockholder Approval is obtained, if this Agreement is terminated to enter into a definitive agreement relating to a Company Superior Proposal in accordance with Section 6.4; provided that, concurrently with such termination, the Company enters into such definitive agreement; provided, further, that the Company shall have prior to or concurrently with such termination tendered payment to Parent of the Company Termination Fee; or (Page 86) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_141 | Section 5.3 No Solicitation. <omitted>
(d) <omitted> Notwithstanding anything in this Agreement to the contrary, at any time prior to receipt of the Company Stockholder Approval, in response to an Alternative Proposal that did not result from a material breach of this Section 5.3, if the Board of Directors of the Company determines in good faith, after consultation with its financial advisors and outside legal counsel, that(1) such Alternative Proposal constitutes a Superior Proposal and (2) the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then (x) the Board of Directors of the Company may effect a Change of Recommendation and/or authorize or cause the Company to take the actions in the following clause (y), and/or (y) the Company may, notwithstanding anything in this Agreement to the contrary, terminate this Agreement and concurrently with such termination enter into a Company Acquisition Agreement with respect to such Superior Proposal, <omitted>
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) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_26 | 8.1 Termination. <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) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_139 | Section 6.3. Solicitation. <omitted>
Section 9.1. Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned, at anytime before the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted> (g) by the Company, prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement providing for a Superior Proposal; provided that (i) the Company has complied in all material respects with Section 6.3 and (ii) immediately prior to or substantially concurrently with (and as a condition to) the termination of this Agreement, the Company pays to Parent the Termination Fee payable pursuant to Section 9.2(b)(iv); or (Page 75) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_120 | 5.4 No Solicitation. <omitted> (ii) if the Company has received a bona fide Acquisition Proposal, whether during the Go-Shop Period or after the No-Shop Period Start Date, that the Company Board (or a committee thereof) has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, then the Company Board may (A) effect a Company Board Recommendation Change with respect to such Superior Proposal; or (B) authorize the Company to terminate this Agreement pursuant to Section 8.1(h) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal substantially concurrently with the termination of this Agreement; provided, however, that the Company Board (or a committee thereof) shall not take any action described in the foregoing clauses (A) or (B) unless: (1) the Company Board (or a committee thereof) determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable Law; 66
(2) the Company Group and its Representatives have complied in all material respects with their obligations pursuant to this Section 5.4 with respect to such Acquisition Proposal; (Pages 70-71) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_127 | SECTION 5.02. Solicitation; Change in Recommendation. <omitted>
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) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_124 | 7.1 Shareholder Approvals. <omitted> provided, however, that prior to receipt of the Requisite SB Shareholder Approval, this Section 7.3 shall not prohibit a SB Entity from furnishing nonpublic information regarding any SB Entity or other access to, or entering into a confidentiality agreement or discussions or negotiations with, any Person or Group in response to a bona fide, unsolicited written Acquisition Proposal submitted by such Person or Group (and not withdrawn) if and only if: (A) no SB Entity or Representative or Affiliate thereof shall have violated any of the restrictions set forth in this Section 7.3 (other than an unintentional violation that did not, directly or indirectly, result in the
submission of such Acquisition Proposal), (B) SB’s board of directors shall have determined in good faith, after consultation with the SB Financial Advisor (or such other financial advisor as SB may use) and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, (C) SB’s board of directors concludes in good faith, after consultation with its outside counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law to SB and its shareholders <omitted>
9.1 Termination. Notwithstanding any other provision of this Agreement, and notwithstanding the approval of this Agreement by the shareholders of SB, this Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time: <omitted> (f) By SB, prior to the Requisite SB Shareholder Approval (and provided that SB has complied in all material respects with Section 7.1 (including the provisions of Section 7.1(b) regarding the requirements for making an Adverse Recommendation Change)) and Section 7.3, in order to enter into a Superior Proposal. (Page 26) | Any breach of no-shop, (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 9.1. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the OCSI Matters by the stockholders of OCSI or the OCSL Matters by the stockholders of OCSL: <omitted> (c) by OCSI, if: <omitted> (iv) at any time prior to the time the approval of stockholders with respect to the OCSI Matters is obtained, (A) OCSI is not in material breach of any of the terms of this Agreement, (Page 64) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_4 | Section 6.02 No Solicitation.
<omitted>
(b) (i) <omitted> if the Company receives an Acquisition Proposal that did not result from a material breach of Section 6.02, <omitted> the Company Board may <omitted> (B) cause the Company to terminate this Agreement pursuant to Section 8.01(h) and authorize the Company to enter into a definitive agreement providing for a transaction that constitutes a Superior Proposal (which agreement shall be entered into concurrently with such termination)
<omitted>
Section 8.01 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:
<omitted>
(h) by the Company, upon written notice to Parent, prior to the Stockholder Approval and subject to complying with the terms of this Agreement (including Section 6.02 and Section 6.03), if the Company Board shall have effected an Adverse Recommendation Change in respect of a Superior Proposal in accordance with Section 6.03, and concurrently with such termination the Company enters into a Company Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company shall prior to or substantially concurrently with, and as a condition of, such termination, pay the Company Termination Fee to Parent pursuant to Section 9.04; or (Page 86) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_133 | Section 6.3. Acquisition Proposals.
<omitted>
(b) <omitted> the Company and the other Acquired Companies shall not <omitted>: (i) solicit or initiate, or knowingly facilitate or knowingly encourage the submission of any Acquisition Proposal;
<omitted>
Section 8.1. Termination. This Agreement may be terminated, and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding the adoption of this Agreement by the stockholders of the Company or Merger Sub), only as follows (it being understood and agreed that this Agreement may not be terminated for any reason or on any other basis):
<omitted>
(ii) at any time prior to the receipt of the Company Stockholder Approval and the Majority of the Minority Approval, if the Board authorized the Company to enter into a definitive agreement with respect to a Superior Proposal, to the extent permitted by and in accordance with the terms of Section 6.3; provided, however, that the Company shall concurrently with, and as a condition of, such termination, pay the Company Termination Fee to Parent pursuant to Section 8.2(b)(i); (Page 72) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_58 | Section 5.4 Acquisition Proposals.
<omitted>
(d) <omitted> following receipt of a <omitted> Acquisition Proposal that did not result from a breach of this Section 5.4, <omitted> the Company Board may <omitted> terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 7.1(c)(ii),
<omitted>
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) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_148 | Section 5.4 Non-Solicitation; Change in Recommendation. <omitted> (b) <omitted> (iv) Notwithstanding anything in this Agreement to the contrary (but subject to this Section 5.4(b)(iv)), prior to the time the Required Company Vote is obtained, the Board of Trust Managers of the Company may make a Change in Recommendation in connection with or relating to a Superior Proposal or authorize the Company to terminate this Agreement pursuant to Section 7.1(i), if and only if (A) a bona fide written Acquisition Proposal (that did not result from a breach of this Section 5.4 in any material respect) is made to the Company by a third party, and such Acquisition Proposal is not withdrawn, (B) the Board of Trust Managers of the Company determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal, (C) the Board of Trust Managers of the Company has determined in good faith (after consultation with its outside legal counsel) that the failure to effect a Change of Recommendation or authorize the Company to terminate this Agreement pursuant to Section 7.1(i) would be inconsistent with the Trust Manager’s duties under applicable Law and (D) (x) the Company provides Parent with at least 96 hours written notice stating that the Company will effect a Change of Recommendation pursuant to this Section 5.4(b)(iv) or the Board of Trust Managers of the Company will authorize the Company to terminate this Agreement pursuant to Section 7.1(i) at the expiration of such 96 hour period, which notice shall (I) provide the identity of the Person making the Superior Proposal and (II) attach the most current draft of any proposed definitive agreement and any ancillary documents with respect to such Superior Proposal; provided, however, that any change to the financial terms or any other material changes to the terms and conditions of such Superior Proposal shall require a new written notice to be delivered by the Company to Parent and the Company shall be required to comply again with the requirements of this Section 5.4(b)(iv) (provided that references to the 96 hour period above shall be deemed to refer to a two Business Day period (provided, that, for purposes of this Section 5.4(b)(iv), if the Company delivers written notice prior to 8:00 a.m. New York City time on a Business Day, such Business Day shall be included as one Business Day in such two Business Day period) in connection with the delivery of any such new notice), (y) during the period described in clause (x), the Company and its Representatives negotiate in good faith (to the extent that Parent desires to negotiate) to make any revisions to the terms of this Agreement as would permit the Board of Trust Managers of the Company not to effect a Change of Recommendation in connection with the Superior Proposal or authorize the Company to terminate this Agreement pursuant to Section 7.1(i), and (z) following the 96 hour period described in clause (x) (or two Business Day period, as applicable), the Board of Trust Managers of the Company again determines in good faith, after consultation with a financial advisor and outside legal counsel, and taking into account any adjustment or modification to the terms and conditions of this Agreement that Parent has committed in writing prior to the expiration of such 96 hour period (or two Business Day period, as applicable) and that are reflected in a written definitive agreement that would be binding on Parent if executed and delivered by the Company, that the Superior Proposal continues to (1) be reflected in a written definitive agreement that would be binding, subject to the terms and conditions of such written definitive agreement, on the applicable Person making the Superior Proposal, if executed and delivered by the Company and (2) constitute a Superior Proposal, and that the failure to effect a Change of Recommendation or authorize the Company to terminate this Agreement pursuant to Section 7.1(i) with respect to such Superior Proposal would be inconsistent with the Trust Managers’ duties under applicable Law. (Page 70) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_35 | Section 5.4 No Company Solicitation. <omitted> (e) Notwithstanding anything in this Section 5.4 to the contrary, at any time before the Company Stockholder Approval is obtained, the Company Board may make a Company Change of Recommendation or authorize the Company to terminate this Agreement under Section 7.1(d)(i) if: (i) the Company has received a written Alternative Acquisition Proposal that did not result from a material breach of this Section 5.4; (Page 60) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_28 | (d) No Change of Recommendation or Alternative Acquisition Agreement. (iii) Notwithstanding anything to the contrary set forth in this Section 7.2, prior to the Offer Acceptance Time, the Company Board may: (A) effect a Change of Recommendation (1) if (x) an unsolicited bona fide written Acquisition Proposal is received by the Company and has not been withdrawn and receipt of such Acquisition Proposal was not as a result of or related to any breach by the Company of its obligations set forth in Section 7.2(a) in any material respect or (y) an Intervening Event has occurred, and (2) the Company Board determines in good faith, after consultation with outside legal counsel, that based on the -68-
information then available and after consultation with an independent financial advisor of nationally recognized reputation, that a failure to effect a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable Law and, in the case of an Acquisition Proposal contemplated by clause (A)(1)(x) of this Section 7.2(d)(iii), that such Acquisition Proposal constitutes a Superior Proposal; and/or (B) 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 the Company may enter into or cause a Subsidiary thereof to enter into such an Alternative Acquisition Agreement) or agree, authorize or commit to do so; (Pages 73-74) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_136 | Section 5.3 No Solicitation. <omitted> (b) Except as permitted by this Section 5.3, the Company shall, and shall direct its Representatives to, cease any direct or indirect solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and the Company shall not and shall direct its Representatives not to <omitted> (ii) directly or indirectly, (A) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal <omitted>
Section 6.1 Company Board Recommendation. <omitted> (b) At any time prior to accepting for payment such number of Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition (the “Offer Acceptance Time”): <omitted>
(i) if the Company has received a written Acquisition Proposal (which Acquisition Proposal did not result from a breach in any material respect of Section 5.3) from any Person that has not been withdrawn, (A) the Company Board may make a Company Adverse Change Recommendation or (B) the Company may terminate this Agreement to enter into a Specified Agreement with respect to such Superior Offer, <omitted>
Section 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 enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i); (Page 59) | Material breach of no-shop, (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 5.4 No Solicitation. <omitted>
6.1 Company Board Recommendation. <omitted>
(b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to Offer Acceptance Time: (i) if the Company has received a bona fide written Acquisition Proposal <omitted> from any Person that has not been withdrawn and, after consultation with outside legal counsel and independent financial advisors, the Company Board shall have determined, in good faith, that such 51 Acquisition Proposal is a Superior Proposal, (x) the Company Board may make a Company Adverse Change Recommendation, or (y) the Company may terminate this Agreement to enter into a Specified Agreement with respect to such Superior Proposal <omitted>
8.1 Termination. This Agreement may be terminated prior to the Effective Time: <omitted> (f) by the Company at any time prior to the Offer Acceptance Time, in order to accept a Superior Proposal and, substantially concurrent with such termination, to enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Proposal (a “Specified Agreement”), provided, that provided that the Company is not in material breach of any of the terms of this Agreement and pays the Termination Fee as provided in Section 8.3(a); (Page 71) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_1 | Section 8.3.Termination by the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by the Company if: <omitted> (b) The Company Board or any committee thereof effects a Change of Board Recommendation in respect of a Superior Proposal in accordance with Section 6.3(e)(i); provided, that, (i) such Superior Proposal, or any Acquisition Proposal that was a precursor thereto, shall not have resulted from a material breach of Section 6.3, (ii) after the Company and Company Board satisfy all of the requirements set forth in Section 6.3(e)(i), the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement in respect of such Superior Proposal and (iii) the Company shall pay the Termination Fee due pursuant, and in accordance with, to Section 8.5(b), and shall have entered into such Alternative Acquisition Agreement, concurrently with the termination of this Agreement pursuant to Section 8.3(b). (Page 30) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_123 | SECTION 7.1 Non-Solicitation; Acquisition Proposals. <omitted> (c) Notwithstanding anything in this Section 7.1 to the contrary, if, at any time prior to the Offer Acceptance Time, the Company’s Board of Directors determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, in response to an Acquisition Proposal that did not result from a breach of this Section 7.1, <omitted> 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, 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) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_70 | Section 6.03 No Solicitation. <omitted> (c) Superior Proposal. Notwithstanding anything to the contrary contained in this Agreement, if, at any time from and after the No-ShopPeriod Start Date and prior to the Offer Closing, the Company receives a bona fide written Takeover Proposal that is not withdrawn from any Person that did not result from or involve a breach of Section 6.03(b), and if the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, (i) that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, and (ii) failure to take the actions set forth in clauses (A) and (B) below would be inconsistent with the Company Board’s fiduciary duties under applicable Law, then the Company and its Representatives may, in response to such Takeover Proposal, <omitted>
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) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_86 | Section 5.03 No Solicitation. <omitted>
Section 5.04 Company Recommendation. <omitted>
(b) Superior Proposal. Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the receipt of the Company Shareholder Approval, the Company Board (or any duly authorized committee thereof) may, in response to the receipt of a bona fide, written Competing Proposal received after the date hereof that did not result from a breach of Section 5.03(a) and is not withdrawn, make a Change of Company Recommendation (and, if so desired by the Company Board (or any duly authorized committee thereof) terminate this Agreement in accordance with Section 7.01(d) in order to cause the Company to enter into a binding and definitive written Alternative Acquisition Agreement with respect to a Competing Proposal), only if:
<omitted>
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 19) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_33 | 6.3 No Solicitation. <omitted> (e) Notwithstanding anything in this Agreement to the contrary: <omitted> (iii) prior to, but not after, the receipt of the Company Stockholder Approval, in response to a bona fide written Company Competing Proposal from a third party that was not solicited at any time following the execution of this Agreement by the Company, its officers or directors or any of its other Representatives and did not otherwise arise from a breach of the obligations set forth in this Section 6.3, if the Company Board so chooses, the Company Board may effect a Company Change of Recommendation or terminate this Agreement pursuant to Section 8.1(e), <omitted>
8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Merger Effective Time, whether(except as expressly set forth below) before or after Company Stockholder Approval has been obtained: <omitted>
(e) by the Company, if, prior to, but not after, the time the Company Stockholder Approval is obtained (A) the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 6.3, to enter into a Company Alternative Acquisition Agreement with respect to a Company Superior Proposal, (Page 105) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_71 | Section 6.9 No Solicitation.
<omitted>
Section 8.1 Termination of Agreement. This Agreement may be terminated, and the Offer may be abandoned, at any time prior to the Closing (with respect to Section 8.1(b) through (i), by written notice by the terminating party to the other parties), only as follows:
<omitted>
(e) by the Company at any time prior to the Acceptance Time, in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (not resulting from a breach of Section 6.9) in accordance with the procedure set forth in Section 6.9(e) and not in breach of Section 6.9; provided that prior to or concurrent with such termination, the Company pays, or causes to be paid, to Parent or its designee the Company Termination Fee pursuant to Section 8.3(c); (Page 39) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_108 | Section 5.2 No Solicitation; Recommendations. <omitted> (ii) “Superior Proposal” means, with respect to Parent or the Company, any bona fide written Acquisition Proposal that is not solicited after the date of this Agreement in violation of Section 5.2(a) that the Parent Board or the Company Board (as applicable) determines in good faith (after consultation with outside counsel and its financial advisor), taking into account all legal, financial, regulatory and other aspects of the proposal, including the terms of any financing or financing contingencies and the likely timing of closing, and the Person making the proposal, (A) is more favorable to the stockholders of such Party from a financial point of view than the Transactions (including any adjustment to the terms and conditions proposed by the other Party in response to such proposal) and (B) would reasonably be expected to be completed on the terms proposed; provided, that, for purposes of this definition of “Superior Proposal,” references in the term “Acquisition Proposal” to “20% or more” shall be deemed to be references to “50% or more” <omitted> Section 7.1 Termination. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after the Parent Stockholder Approval or the Company Stockholder Approval has been obtained (with any termination byParent or the Company also being an effective termination by the other Parent Parties or the other Company Parties, respectively): <omitted> (e) by the Company, prior to, but not after, the time the Company Stockholder Approval is obtained, in order to enter into a definitive agreement with respect to a Superior Proposal; provided, however, that the Company shall have contemporaneously with such termination tendered payment to Parent of the Company Termination Fee pursuant to Section 7.3. (Page 102) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_46 | Section 6.03. No Solicitation by the Company. <omitted>
(b) Notwithstanding Section 6.03(a), if at any time prior to the receipt of the Company Stockholder Approval (the “Company Approval Time”; it being understood and agreed that the Company Approval Time shall be deemed to have occurred upon delivery of the Written Consent) (and in no event on or after the Company Approval Time), the Board of Directors of the Company receives a bona fide written Company Acquisition Proposal made after the date hereof which has not resulted from a violation of this Section 6.03, the Board of Directors of the Company may prior to the Company Approval Time (and in no event on or after the Company Approval Time) and, subject to compliance with this Section 6.03(b), Section 6.03(c) and Section 6.03(e), (i) engage in negotiations or discussions with any Third Party that, subject to the Company’s compliance with Section 6.03(a), has made after the date of this Agreement an unsolicited bona fide written Company Acquisition Proposal that the Board of Directors of the Company determines in good faith, after consultation with a financial advisor of nationally recognized reputation and outside legal counsel to the Company, constitutes or is reasonably likely to lead to a Company Superior Proposal, (ii) thereafter furnish to such Third Party and its Representatives and financing sources nonpublic information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement with terms (including “standstill” or similar terms) no less favorable to the Company than those contained in the Company Confidentiality Agreement, a copy of which shall be provided, promptly after its execution, to Parent for informational purposes; provided that all such non-public information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party, and (iii) following receipt of a Company Superior Proposal after the date of this Agreement and prior to the Company Approval Time (and in no event on or after the Company Approval Time), (A) make a Company Adverse 83
Recommendation Change and/or (B) terminate this Agreement in accordance with Section 10.01(d)(i) in order to cause the Company to enter into an Alternate Company Acquisition Agreement with respect to a Company Superior Proposal (a “Company Superior Proposal Termination”), but in each case referred to in the foregoing clauses (i) through (iii) only if the Board of Directors of the Company determines in good faith by majority vote, after consultation with the Company’s outside legal counsel and a financial advisor of nationally recognized reputation, that the failure to take such action would be reasonably likely to be inconsistent with its duties under Applicable Law.
<omitted>
Section 10.01.Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval): <omitted>
(d) by the Company, if: (i) at any time prior to the Company Approval Time in order to enter into an Alternate Company Acquisition Agreement with respect to a Company Superior Proposal pursuant to Section 6.03(b); provided that prior to or concurrently with such termination, the Company pays, or causes to be paid, to Parent, in immediately available funds the Company Termination Fee pursuant to Section 10.03; (Page 118) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_100 | 5.3. No Solicitation.
<omitted>
(d) Company Board Recommendation Change; Entry into Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to obtaining the Requisite Stockholder Approval:
<omitted>
(ii) if the Company has received a bona fide written Acquisition Proposal that did not result from a breach of this Section 5.3 and that the Company Board has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, then the Company Board may (A) effect a Company Board Recommendation Change with respect to such Superior Proposal or (B) authorize the Company to terminate this Agreement pursuant to Section 8.1(h) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, in each case if and only if: (1) the Company Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties pursuant to applicable Law; and (2) (i) the Company has provided prior written notice to Parent at least three Business Days in advance (the “Notice Period”) to the effect that the Company Board has (A) received a bona fide written Acquisition Proposal that has not been withdrawn; (B) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal; and (C) resolved to effect a Company Board Recommendation Change or to terminate this Agreement pursuant to this Section 5.3(d)(ii), which notice will describe the basis for such Company Board Recommendation Change or termination, including the identity of the Person or “group” of Persons making such Acquisition Proposal, the material terms and conditions of such Acquisition Proposal and copies of all relevant documents relating to such Acquisition Proposal; and (ii) prior to effecting such Company Board Recommendation Change or termination, the Company and its Representatives, during the Notice Period, have (1) negotiated with Parent and its Representatives in good faith (to the extent that Parent requests in writing to so negotiate) to make such adjustments to the terms and conditions of this Agreement so that such Acquisition Proposal would cease to constitute a Superior Proposal, and (2) provided Parent and its Representatives with an opportunity to make a presentation to the Company Board regarding this Agreement and any adjustments with respect thereto (to the extent that Parent requests to make such a presentation), it being understood that (a) in the event of any material revisions to such Acquisition Proposal, the Company will be required to deliver a new written notice to Parent and to comply with the requirements of this Section 5.3(d)(ii)(2) with respect to such new written notice (with the “Notice Period” in respect of such new -64-
written notice being two Business Days, provided that such new notice shall in no event shorten the original three Business Day notice period); and (b) the Company Board, at the end of the Notice Period (after consultation with its financial advisor and outside legal counsel), must have in good faith reaffirmed its determination that such bona fide written Acquisition Proposal is a Superior Proposal.
<omitted>
8.1. Termination. This Agreement may be validly terminated at any time prior to the Effective Time, whether prior to or after receipt of the Requisite Stockholder Approval (except as provided herein) 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 has authorized the Company to enter into an Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal and the Company pays or causes to be paid to Parent (or its designee) the Termination Fee pursuant to Section 8.3(b)(iii); and (iii) the Company has complied with Section 5.3(d)(ii) with respect to such Superior Proposal. (Page 89) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_103 | Section 6.1 Company No Solicitation.
<omitted>
(d) Notwithstanding anything in this Section 6.1 to the contrary, at any time prior to obtaining the Company Requisite Vote, (i) the Company Board of Directors may effect a Company Change of Recommendation in response to an Intervening Event or (ii) if the Company Board of Directors determines in good faith, after consultation with its financial advisor and outside legal counsel, in response to an Acquisition Proposal from a third party that did not otherwise result from a breach of Section 6.1(a), that such proposal constitutes a Superior Proposal, and such Acquisition Proposal is not withdrawn, the Company or the Company Board of Directors may (A) make a Company Change of Recommendation and/or (B) terminate this Agreement pursuant to Section 8.1(d)(ii) to enter into a definitive agreement with respect to such Superior Proposal, in each case, if (and only if) (1) in the event the Agreement is terminated pursuant to Section 8.1(d)(ii), the Company pays to Parent any Company Termination Fee required to be paid pursuant to Section 8.2(b)(i) at such time as set forth in Section 8.2(b)(i) and (2) after consultation with its financial advisor and outside legal counsel, the Company Board of Directors determines that the failure to make a Company Change of Recommendation, or to terminate this Agreement pursuant to Section 8.1(d)(ii), would be reasonably expected to result in a breach of its fiduciary duties under applicable Laws; provided, however, that the Company or the Company Board of Directors, as applicable, may only take the actions described in clauses 49
(i) and (ii) if prior to taking any such action (x) the Company delivers to Parent written notice (a “Company Notice”), at least five (5) Business Days’ in advance (the “Notice Period”), advising Parent that the Company Board of Directors proposes to take such action and containing (1) the material details of such Intervening Event or the material terms and conditions of the Superior Proposal that is the basis of the proposed action by the Company Board of Directors and (2) a copy of the most current draft of any written communication (including any agreement) relating to the Superior Proposal and (y) during the Notice Period (as extended pursuant to the following sentence of this Section 6.1(d)), (i) the Company complies with the following sentence of this Section 6.1(d) and (ii) if Parent shall have delivered to the Company a written, binding, irrevocable offer, capable of being accepted by the Company, to alter the terms of this Agreement, the Company Board of Directors thereafter reaffirms in good faith (after consultation with its outside counsel and financial advisor) that the Acquisition Proposal giving rise to the Company Notice continues to constitute a Superior Proposal. If requested by Parent, the Company will, and will cause its Representatives to, during the Notice Period, engage in good faith negotiations with Parent and its Representatives (including by making the Company’s officers and Representatives reasonably available to negotiate) to make such adjustments in the terms and conditions of this Agreement so that (i) in the case of an Acquisition Proposal, such Acquisition Proposal would cease to constitute a Superior Proposal (it being understood and agreed that if Parent has committed to any changes to the terms of this Agreement, each time thereafter that there has been any subsequent amendment to any material term of such Superior Proposal, the Company Board of Directors shall provide a new Company Notice and an additional two (2) Business Day period from the date of such notice and the obligations of the Company during the Notice Period shall continue in effect during such additional period) or (ii) in the case of an Intervening Event, the failure of the Company Board of Directors to make a Company Change of Recommendation could not be reasonably expected to result in a breach of its fiduciary duties under applicable Laws. Any such Company Change of Recommendation shall not change the approval of this Agreement or any other approval of the Company Board of Directors in any respect that would have the effect of causing any corporate takeover statute or other similar statute or any provision of the Company Articles of Incorporation to be applicable to the transactions contemplated hereby, including the Merger.
<omitted>
SECTION 8.1 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 Requisite Vote:
<omitted>
(d) by written notice from the Company if:
<omitted>
(ii) prior to obtaining the Company Requisite Vote, in accordance with, and subject to, and in compliance with, all of the terms and conditions of, Section 6.1(d), in order to enter into a definitive agreement with respect to a Superior Proposal; provided that the Company shall pay the Company Termination Fee pursuant to Section 8.2(b)(i) at such time as specified in Section 8.2(b)(i); or (Page 78) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_97 | Section 6.03. No Solicitation. <omitted>
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: <omitted>
(ii) at any time prior to, but not after, the Company Stockholder Approval is obtained, the Company Board has made an Adverse Recommendation Change in order to accept a Superior Proposal and the Company concurrently enters into a binding written definitive acquisition agreement providing for the consummation of a transaction for a Superior Proposal; provided that (A) the Company and the Company Board shall have complied with Section 6.03 with respect to such Superior Proposal and (B) the Company shall have paid the Termination Fee immediately before or simultaneously with, and as a condition to, such termination. (Page 76) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_59 | Section 5.4 Acquisition Proposals. <omitted> (d) <omitted> the Special Committee may at any time prior to the receipt of the Company Stockholder Approval, but not after, make an Adverse Recommendation Change or terminate this Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 7.1(c)(ii), or authorize, resolve, agree or propose publicly to take any such action, if all of the following conditions are met: <omitted> (i) (A) the Company shall have provided to Parent four Business Days’ prior written notice <omitted> (ii) the Company Board (acting upon the recommendation of the Special Committee) shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that, in light of such Superior Proposal and taking into account any revised terms proposed by Parent, such Superior Proposal continues to constitute a Superior Proposal and that the failure to make such Adverse Recommendation Change or to so terminate this Agreement in accordance with Section 7.1(c)(ii), as applicable, would be inconsistent with the Company Board’s fiduciary duties under applicable Law. <omitted> 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) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_82 | Section 5.3 Acquisition Proposals. <omitted> (e) Change of Recommendation / Superior Proposal Termination. Notwithstanding anything to the contrary in this Agreement, at any time prior to the time the Company Stockholder Approval is obtained, (x) the Company Board may make a Change of Recommendation (1) if the Company receives a bona fide unsolicited Acquisition Proposal following the Agreement Date that did not result from a violation of Section 5.3(a) and the Company Board determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that such Acquisition Proposal constitutes a Superior Proposal or (2) other than in connection with an Acquisition Proposal, in response to an event, occurrence, development or state of facts or circumstances occurring after the Agreement Date that was not known by the Company Board prior to the Agreement Date, in either case of (1) or (2), only if the Company Board determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law and (y) if the Company Board is permitted to make a Change of Recommendation pursuant to clause (x)(1), the Company may also terminate this Agreement pursuant to Section 7.1 to enter into an Alternative Acquisition Agreement with respect to the applicable Superior Proposal; provided, however, that neither the Company Board or the Company shall take any of the foregoing actions unless: (Page 35) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_13 | 6.2 Solicitation of Transactions. <omitted> (b) No-Shop Period. <omitted>
(ii) Notwithstanding anything to the contrary herein, if at any time following the date hereof and prior to the time the Requisite Company Vote is obtained, in response to a bona fide written Acquisition Proposal that was not solicited in breach of Section 6.2(b)(i) (except to the extent solicited in accordance with Section 6.2(a)) that the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) is, or could reasonably be expected to lead to, a Superior Proposal, the Company may, subject to compliance with Section 6.2, (x) furnish information regarding the Company and the Company Subsidiaries to the person making such Acquisition Proposal (and its Representatives) pursuant to an Acceptable Confidentiality Agreement; provided, that all such information has previously been provided to Parent or is provided to Parent prior to or promptly following the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal, but only if and to the extent that in connection with the foregoing clauses (x) and (y), the Company Board determines in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law <omitted>
8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time: <omitted>
(g) By the Company prior to the time the Requisite Company Vote is obtained in order to enter into an Acquisition Agreement with respect to a Superior Proposal in accordance with Section 6.2; provided, that such termination shall only be effective if prior to or concurrently therewith the Company pays the Company Termination Fee as directed by Parent. (Page 41) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_149 | Section 5.5 No Solicitation by the Company. <omitted>
(d) If, at any time after the date of this Agreement and prior to the receipt of the Company Stockholder Approval, the Company Board receives a Company Acquisition Proposal that the Company Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, constitutes a Company Superior Proposal that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in breach of this Agreement, the Company Board may effect a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 7.1(c)(ii) in order to enter into a definitive agreement with respect to such Company Superior Proposal if (A) the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (B) the Company provides Parent with five (5) Business Days’ prior written notice of the Company Board’s intention to effect such a Company Adverse Recommendation Change or terminate this Agreement pursuant to Section 7.1(c)(ii), which notice shall include the identity of the party (or parties) making such Company Superior Proposal, the material terms of such Company Superior Proposal (including the price) and copies of the current drafts of material agreements providing for such Company Superior Proposal; (C) for a period of five (5) Business Days following the notice delivered pursuant to clause (B) of this Section 5.5(d), the Company shall have discussed and negotiated in good faith and made the Company’s Representatives available to discuss and negotiate in good faith (in each case to the extent Parent desires to negotiate) with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law (it being understood and agreed that any amendment to any material term or condition of any Company Superior Proposal shall require a new notice and a new three (3)-Business Day negotiation period); and (D) no earlier than the end of such negotiation period, the Company Board shall have determined in good faith, after consultation with its outside legal counsel and after considering the terms of any proposed amendment or modification to this Agreement, that (x) the Company Acquisition Proposal that is the subject of the notice described in clause (B) above still constitutes a Company Superior Proposal and (y) the failure to take such action would still be reasonably expected to be inconsistent with its fiduciary duties under applicable Law. (Pages 28-29) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_121 | Section 7.3 No Solicitation; Company Acquisition Proposals. <omitted>
(d) Notwithstanding anything in this Agreement to the contrary, subject to compliance with Section 7.3(e), at any time prior to obtaining the Company Stockholder Approval, the Company Board may make a Company Adverse Recommendation Change in circumstances involving a Company Acquisition Proposal and in the event that the Company Board determines such Company Acquisition Proposal to be a Company Superior Proposal, in accordance with this Section 7.3, terminate this Agreement pursuant to Section 9.1(d)(iii) (a “Company Superior Proposal Termination”), if and only if (i) Company receives an unsolicited, written Company Acquisition Proposal that the Company Board believes in good faith to be bona fide and that is not withdrawn, (ii) such Company Acquisition Proposal was not the result of a violation of Section 7.3(a), (iii) the Company Board determines in good faith (after consultation with Company’s outside counsel and financial advisor) that such Company Acquisition Proposal constitutes a Company Superior Proposal, and(iv) the Company Board determines in good faith (after consultation with Company’s outside counsel) that the failure to do so would be inconsistent with its duties under applicable Law. <omitted>
Section 9.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding approval thereof by the shareholders of Parent or the stockholders of Company (except as otherwise specified in this Section 9.1): <omitted> (d) by Company: <omitted> (iii) prior to obtaining the Company Stockholder Approval, if the Company Board determines to enter into a Company Alternative Acquisition Agreement with respect to a Company Superior Proposal in accordance with Section 7.3(d); (Page 60) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_57 | Section 6.3 No Solicitation. <omitted>
Section 7.1 Company Board Recommendation. <omitted> (b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to accepting for payment such number of Shares validly tendered and not validly withdrawn pursuant to the Offer as satisfies the Minimum Condition (the “Offer Acceptance Time”): (i) if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal did not result from or arise out of a breach of Section 6.3(a)) from any Person that has not been withdrawn and after consultation with the Company’s financial advisors and outside legal counsel, the Company Board shall have determined in good faith that such Acquisition Proposal is a Superior Offer, (x) the Company Board may make a Company Adverse Change Recommendation, or (y) the Company may terminate this Agreement pursuant to Section 9.1(d)(i) to enter into a Specified Agreement with respect to such Superior Offer
<omitted>
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) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_92 | Section 7.3 No Solicitation by the Company. (a) From and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, and except as otherwise specifically provided for in this Section 7.3, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit and use reasonable best efforts to cause any of its officers, directors, employees or Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or 63
knowingly facilitate any inquiry, proposal or offer which constitutes, or would reasonably be expected to lead to, a Company AcquisitionProposal
(b) Notwithstanding the limitations set forth in Section 7.3(a)or anything to the contrary contained in this Agreement, if, prior to the time the Company Shareholder Approval is obtained, the Company receives an unsolicited Company Acquisition Proposal not resulting, in whole or in part, from a breach of this Section 7.3, that the Company Board reasonably determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, (i) is or could reasonably be expected to lead to a Superior Company Proposal and (ii) failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties;
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) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
main | contract_104 | SECTION 5.02. No Solicitation; Adverse Recommendation Change. <omitted> (f) Notwithstanding anything to the contrary set forth in this Agreement, prior to obtaining the Company Stockholder Approval, the Company Board may (i) make an Adverse Recommendation Change if (A) the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisor) that, as a result of an Intervening Event, failure to take such action would be inconsistent with the 47 Company’s directors’ fiduciary duties under applicable Law or (B) the Company receives a Company Takeover Proposal after the date of this Agreement that did not result from a breach of this Section 5.02 and for which the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisor) that such Company Takeover Proposal constitutes a Superior Proposal and that the failure to take such action would be inconsistent with the Company’s directors’ fiduciary duties under applicable Law and (ii) solely in the case of clause (i)(B), enter into a definitive written agreement providing for the consummation of a Superior Proposal and concurrently terminate this Agreement pursuant to Section 8.01(f) (Pages 55-56) | Breach of no-shop resulting in a Superior Offer | 1 | Limitations on FTR Exercise-Answer | Breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-2 | Deal Protection and Related Provisions |
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