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abridged | contract_12 | Section 6.02. Acquisition Proposals; Change of Recommendation. <omitted> (d) No Change of Recommendation or Alternative Acquisition Agreement. <omitted> (iii) <omitted> if there has not been a breach of the Company’s obligations set forth in this Section 6.02, the Company Board may: <omitted> (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 <omitted> or agree, authorize or commit to do so
<omitted>
Section 8.03. Termination by the Company. Subject to the other provisions of this Article VIII, this Agreement may be terminated <omitted> by the Company: <omitted> (b) at any time prior to the Offer Acceptance Time, in order for (i) the Company Board to cause or permit the Company or any of the Company’s Subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal and/or (ii) the Company to enter into or cause one of its Subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, in each case so long as the Company has complied with the obligations contemplated by Section 6.02(d)(iii) (Pages 85-86) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_13 | 6.2 Solicitation of Transactions. <omitted> (b) No-Shop Period. <omitted>
(ii) <omitted> in response to a <omitted> Acquisition Proposal that was not solicited in breach of Section 6.2(b)(i) <omitted>
8.1 Termination. This Agreement may be terminated <omitted>
(g) By the Company <omitted> in order to enter into an Acquisition Agreement with respect to a Superior Proposal in accordance with Section 6.2; (Page 41) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_27 | Section 5.4 Company No Solicitation. <omitted>
after receiving a <omitted> Company Takeover Proposal that did not result from a material breach (or a deemed material breach) of Section 5.4, <omitted> 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); (Page 65) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_34 | Section 5.2 No Solicitation by the Company.
<omitted>
Section 8.1 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger may be abandoned: <omitted> (c) by the Company prior to the receipt of the Stockholder Approval, in order to concurrently enter into a Company Acquisition Agreement with respect to a Company Superior Proposal; provided that the Company is not in breach of Section 5.2, including its obligations in Section 5.2(c) and Section 5.2(d) (other than any breach that is immaterial in scope and effect), and shall have paid or shall concurrently pay the fees due under Section 8.2(b); (Page 67) | Material breach of no-shop | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_34 | Section 5.2 No Solicitation by the Company.
<omitted>
Section 8.1 Termination. <omitted> this Agreement may be terminated <omitted> (c) by the Company <omitted> in order to concurrently enter into a Company Acquisition Agreement with respect to a Company Superior Proposal; provided that the Company is not in breach of Section 5.2, including its obligations in Section 5.2(c) and Section 5.2(d) (other than any breach that is immaterial in scope and effect) (Page 67) | Material breach of no-shop | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_45 | Section 7.2 Company Acquisition Proposals. <omitted>
(e) Notwithstanding anything to the contrary in this Agreement but subject to Section 7.2(f), 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 Company Acquisition Proposal that did not result from a breach of this Section 7.2, terminate this Agreement pursuant to Section 9.1(d)(ii) and concurrently pay the fees required by Section 9.3 in order to enter into a definitive agreement in connection with a Superior Proposal) if: (i) (A) a bona fide written Company Acquisition Proposal is made to the Company after the date of this Agreement that did not result from a breach of this Section 7.2 and such Company Acquisition Proposal is not withdrawn prior to such Company Adverse Recommendation Change or (B) there has been an Intervening Event; (ii) in the case of a Company Acquisition Proposal, the Company Board concludes in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that (x) such Company Acquisition Proposal constitutes a Superior Proposal and (y) failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws; and (iii) in the case of an Intervening Event, the Company Board concludes in good faith, after consultation with the Company’s outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Laws. (Page 75) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_45 | Section 7.2 Company Acquisition Proposals. <omitted>
(e) the Company Board may <omitted> in the case of a Company Acquisition Proposal that did not result from a breach of this Section 7.2, terminate this Agreement pursuant to Section 9.1(d)(ii) <omitted> in order to enter into a definitive agreement in connection with a Superior Proposal) (Page 75) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_46 | Section 6.03. No Solicitation by the Company. <omitted>
(b) <omitted> if <omitted> the Board of Directors of the Company receives a <omitted> Company Acquisition Proposal <omitted> which has not resulted from a violation of this Section 6.03, the Board of Directors of the Company may <omitted> (iii) following receipt of a Company Superior Proposal <omitted> (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
<omitted>
Section 10.01.Termination. This Agreement may be terminated <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) (Page 118) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_49 | 6.1 No Solicitation. <omitted> 8.1 Termination. This Agreement may be terminated and the Merger may be abandoned (with respect to Sections 8.1(b) through 8.1(h), by written notice by the terminating party to the other party), whether before or, subject to the terms hereof, after stockholder approval hereof: <omitted>
(f) by the Company, at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal; (ii) the Company Board has determined in good faith (after consultation with outside counsel) that the failure proceed pursuant to this Section 8.1(f) would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; (iii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to Section 6.1 with respect to such Superior Proposal; (iv) the Company has notified the Parent in writing that it intends to enter into a definitive agreement relating to such Superior Proposal, specifying the material terms and conditions of such Superior Proposal (a “Superior Proposal Notice”) (it being understood that the Superior Proposal Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement); (v) if requested by the Parent, the Company shall have made its Representatives available to negotiate with the Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to the Parent of such Superior Proposal Notice; provided, however, that in the event of any material revisions to such Superior Proposal, the Company will be required to notify Parent of such revisions and the applicable three (3) Business Day period described above shall be extended until two (2) Business Days after the time Parent receives notification from the Company of such revisions; (vi) if the Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside counsel), after considering the terms of such offer by the Parent, that the Superior Proposal giving rise to such Superior Proposal Notice continues to be a Superior Proposal and it would still be reasonably likely to be inconsistent with its fiduciary obligations of the Company Board under applicable law not to accept such Superior Proposal; and (vii) concurrently with the termination of this Agreement, the Company pays the Parent the Termination Fee contemplated by Section 8.3(b)(ii) and enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal; (Page 50) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_49 | 6.1 No Solicitation. <omitted> 8.1 Termination. This Agreement may be terminated <omitted>
(f) by the Company, <omitted> in the event that: (i) the Company shall have received a Superior Proposal; <omitted> (iii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to Section 6.1 with respect to such Superior Proposal; (Page 50) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_50 | 9.1 Termination. This Agreement may be terminated, and the Mergers and the other transactions contemplated hereby may be abandoned, at any time prior to the Effective Time, whether before or after stockholder adoption thereof: <omitted> (c) by the Company or Hospitality, by written notice to Parent, <omitted> (i) at any time prior to the time the Requisite Vote is obtained, (A) if after complying with Section 7.5(b) in connection with a Superior Proposal, both the Company Board and the Hospitality Board have authorized the Paired Entities to enter into a definitive written agreement providing for the implementation of a Superior Proposal that did not result from a breach of Section 7.5, (B) the Company and Hospitality enter into a definitive written agreement providing for such Superior Proposal concurrently with or immediately after the termination of this Agreement in accordance with its terms and (C) the Paired Entities, prior to or concurrently with, such termination, pay to Parent (or its designee) the Termination Fee in accordance with Section 9.2(b)(i); (Page 79) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_50 | 9.1 Termination. This Agreement may be terminated, and the Mergers and the other transactions contemplated hereby may be abandoned, at any time prior to the Effective Time, whether before or after stockholder adoption thereof: <omitted> (c) by the Company or Hospitality, by written notice to Parent, <omitted> (i) <omitted> (A) if after complying with Section 7.5(b) in connection with a Superior Proposal, both the Company Board and the Hospitality Board have authorized the Paired Entities to enter into a definitive written agreement providing for the implementation of a Superior Proposal that did not result from a breach of Section 7.5 (Page 79) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 <omitted> if, (A) the Company Board has determined that an Acquisition Proposal constitutes a Superior Offer, (B) the Company has complied with its obligations set forth in Section 7.1(b)(i) <omitted> (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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 <omitted> :
<omitted>
(c) by the Company:
<omitted>
(ii) <omitted> if (A) the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.4(d), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (Page 67) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_62 | 7.1 Termination. This Agreement may be terminated <omitted> (h) by the Company <omitted> 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) (Page 55) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_64 | Section 4.4 No Solicitation of Transactions. <omitted> (c) Notwithstanding anything in this Agreement to the contrary, at any time following the Agreement Date and prior to obtaining the Company Stockholder Approval, in response to a written Acquisition Proposal that did not result from a breach of the terms of this Section 4.4 (a “Qualifying Acquisition Proposal”) that the Company Board determines in good faith (after consultation with one or more of its financial advisors and with its outside legal counsel) that such Qualifying Acquisition Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal and that the failure to take the action described in clause (i) or (ii) below would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law, the Company and the Company Representatives shall be permitted to (i) furnish to the Person that has made the Qualifying Acquisition Proposal (and such Person’s representatives) information relating to the Company and its Subsidiaries and/or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in each case pursuant to an Acceptable Confidentiality Agreement, provided that the Company shall substantially concurrently provide to Parent any non-public information concerning the Company that is provided to (or given access to) any Person which was not previously provided or made available to Parent and (ii) engage or participate in discussions or negotiations with the Person (or such Person’s representatives) that has made the Qualifying Acquisition Proposal; provided that prior to or concurrently with the Company first taking such actions with respect to a Qualifying Acquisition Proposal as described in clauses (i) or (ii) above, the Company shall provide written notice to Parent of such determination of the Company Board as provided for in this Section 4.4(c). <omitted> (f) Notwithstanding anything in this Agreement to the contrary, the Company Board may, prior to obtaining the Company Stockholder Approval and subject to the other provisions of this Section 4.4, (x) effect a Change of Board Recommendation in response to a Superior Proposal and/or (y) validly terminate this Agreement pursuant to Section 6.1(e), if (i) the Company receives a Qualifying Acquisition Proposal that the Company Board determines in good faith (after consultation with one or more of its financial advisors and outside legal counsel) is a Superior Proposal and (ii) the Company Board determines in good faith (after consultation with its outside legal counsel) that its failure to effect a Change of Board Recommendation or terminate this Agreement pursuant to Section 6.1(e) would be inconsistent with its fiduciary duties to the Company Stockholders under applicable Law; provided that the Company Board may not effect a Change of Board Recommendation pursuant to the foregoing clause (x) or terminate this Agreement pursuant to the foregoing clause (y) unless: <omitted> (i) the Company has complied in all material respects with this Section 4.4 with respect to such Qualifying Acquisition Proposal; (Pages 22-23) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_64 | Section 4.4 No Solicitation of Transactions. <omitted> (c) <omitted> in response to a written Acquisition Proposal that did not result from a breach of the terms of this Section 4.4 (a “Qualifying Acquisition Proposal”) <omitted> (f) the Company Board may <omitted> (y) validly terminate this Agreement pursuant to Section 6.1(e), if (i) the Company receives a Qualifying Acquisition Proposal that the Company Board determines <omitted> is a Superior Proposal and (ii) the Company Board determines <omitted> that its failure to <omitted> terminate this Agreement pursuant to Section 6.1(e) would be inconsistent with its fiduciary duties <omitted> ; provided that the Company Board may not <omitted> terminate this Agreement pursuant to the foregoing clause (y) unless: <omitted>
(i) the Company has complied in all material respects with this Section 4.4 with respect to such Qualifying Acquisition Proposal; (Pages 22-23) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_66 | Section 5.3 No Solicitation by the Company; Company Change in Recommendation. <omitted> (ii) the Company shall not, and shall not authorize or permit any of its Subsidiaries or any Company Representatives to, directly or indirectly through another Person, (A) initiate, seek, solicit or knowingly encourage <omitted> any Company Takeover Proposal <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 <omitted> (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 <omitted> 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 <omitted> constitutes a Company Superior Proposal, the Company Board (or any duly authorized committee thereof) may <omitted> (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 <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 (Page 69) | Material breach of no-shop | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_67 | Section 6.02 No Solicitation; Adverse Recommendation Change.(a) Except as otherwise permitted by this Section 6.02, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers and employees to, and use reasonable best efforts to cause its other Representatives: <omitted> (ii) to not (A) solicit, initiate, seek or knowingly encourage or facilitate or encourage any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, <omitted> (d) The Company Board shall not be entitled to effect an Adverse Recommendation Change or terminate this Agreement pursuant to Section 9.01(h) unless, prior to adoption of this Agreement by the Required Company Stockholder Approval: (i) (A) an Acquisition Proposal that did not result from a breach of Section 6.01(a) (other than a breach that is immaterial and unintentional) is made to the Company by a Third Party following the date hereof; (B) the Company Board determines in good faith, after consultation with its financial and outside legal advisors, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, (C) the Company has provided, at least seventy-two (72) hours in advance (or, if such seventy-two (72)-hour period does not include at least one (1) Business Day, ending on the first (1st) Business Day commencing after the passage of such seventy-two (72)-hour period), written notice (a “Notice of Adverse Recommendation Change”) to Parent that the Company intends to take such action (it being understood that the delivery of a Notice of Adverse Recommendation Change and any amendment or update thereto and the determination to so deliver such notice, amendment or update will not, by itself, constitute an Adverse Recommendation Change), which notice includes, as applicable, (1) written notice of the material terms and conditions of such Acquisition Proposal, (2) an unredacted copy of the Alternative Acquisition Agreement in respect of such Acquisition Proposal, (3) an unredacted copy of
any other Contracts to be entered into in connection with such Acquisition Proposal that the Company Board determined was material to its decision that the Acquisition Proposal constitutes a Superior Proposal; (D) during such seventy-two (72)-hour period following the time of Parent’s receipt of the Notice of Adverse Recommendation Change, the Company shall have, and shall have caused its directors, officers and employees to, and shall have used reasonable best efforts to cause its other Representatives to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement, the Commitment Letters and Guaranty so that such Acquisition Proposal ceases to constitute a Superior Proposal; and (E) following the end of such seventy-two (72)-hour period described in the preceding clause (D), the Company Board shall have determined in good faith, after consultation with its financial and outside legal advisors, taking into account any changes to this Agreement, the Commitment Letters and Guaranty irrevocably offered in writing by Parent in response to the Notice of Adverse Recommendation Change or otherwise, that the Superior Proposal giving rise to the Notice of Adverse Recommendation Change continues to constitute a Superior Proposal and that the failure to make such Adverse Recommendation Change would still be inconsistent with its fiduciary duties under Applicable Law; provided, however, that, in the event of any material amendment of such Superior Proposal or any material change to the facts and circumstances relating to the Adverse Recommendation Change, the Company shall be required to issue a new Notice of Adverse Recommendation Change or otherwise comply again with the requirements of this Section 6.02(d) (provided, however, that for purposes of this sentence, references to the seventy-two (72)-hour period above shall be deemed to be references to a forty-eight (48)-hour period (or, if such forty-eight (48)-hour period does not include at least one (1) Business Day, ending on the first (1st) Business Day commencing after the passage of such forty-eight (48)-hour period) from the time of Parent’s receipt of the Notice of Adverse Recommendation Change); or (Pages 27-28) | Other | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_67 | Section 6.02 No Solicitation; Adverse Recommendation Change.(a) <omitted> from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01, the Company shall <omitted> (ii) to not (A) solicit <omitted>(d) The Company Board shall not be entitled to <omitted> terminate this Agreement pursuant to Section 9.01(h) unless <omitted> (i) (A) an Acquisition Proposal that did not result from a breach of Section 6.01(a) (other than a breach that is immaterial and unintentional) is made to the Company by a Third Party <omitted> (B) the Company Board determines <omitted> that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal (Pages 27-28) | Other | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_80 | Section 7.1.Termination. This Agreement may be terminated <omitted>
(g) by the Company <omitted> upon <omitted> notice to Parent, in order to accept a Superior Proposal and <omitted> 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_88 | 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 breach of this Section 5.4; (Page 23) | Material breach of no-shop | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_89 | SECTION 8.01. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after the Company Requisite Vote is obtained: <omitted> (c) by the Company: (i) prior to the time the Company Requisite Vote is obtained and subject to the Company being in compliance with Section 5.02, in order to accept a Superior Proposal and enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; (Page 56) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_89 | SECTION 8.01. Termination. This Agreement may be terminated <omitted> (c) by the Company: (i) prior to the time the Company Requisite Vote is obtained and subject to the Company being in compliance with Section 5.02, in order to accept a Superior Proposal and enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; (Page 56) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_92 | Section 7.3 No Solicitation by the Company. <omitted> (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; <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 at any time prior to the receipt of the Company Shareholder Approval (A) the Company Board authorizes the Company to enter into an Alternative Company Acquisition Agreement with respect to a Superior Company Proposal <omitted> subject to the terms and conditions of, Section 7.3 (Page 84) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_85 | 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 has complied in all material respects with the terms of Section 5.3(d). (Page 64) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_85 | 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) <omitted> provided that the Company has complied in all material respects with the terms of Section 5.3(d). (Page 64) | (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_86 | Section 5.03 No Solicitation. <omitted>
Section 5.04 Company Recommendation. <omitted>
(b) Superior Proposal. <omitted> the Company Board (or any duly authorized committee thereof) may, in response to the receipt of a <omitted> Competing Proposal <omitted> that did not result from a breach of Section 5.03(a) <omitted> 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)
<omitted>
Section 7.01 Termination. This Agreement may be terminated <omitted>
(d) by the Company, <omitted> provided, however, that (x) the Company has complied with its covenants under Section 5.04 with respect to such Superior Proposal (Page 19) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_96 | Section 5.2 Company Acquisition Proposals. <omitted>
(b) Except as provided in Section 5.2(c), the Company and its Subsidiaries shall not, and the Company shall cause the directors and officers of the Company not to and shall direct their respective other Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or knowingly induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer constituting or related to a CompanyAcquisition Proposal,
<omitted>
Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted>
(d) by the Company:
<omitted>
(ii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement to effect a Company Superior Proposal, if the Company has complied with Section 5.2 (including Section 5.2(f)) in all material respects and enters into such definitive agreement concurrently with such termination and pays the Termination Fee in accordance with the procedures and within the time periods set forth in Section 7.3(a). (Page 66) | Material breach of no-shop | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_96 | Section 5.2 Company Acquisition Proposals. <omitted>
(b) <omitted> the Company and its Subsidiaries shall not, and the Company shall cause the directors and officers of the Company not to and shall direct their respective other Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or knowingly induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer constituting or related to a CompanyAcquisition Proposal
<omitted>
Section 7.1 Termination. This Agreement may be terminated <omitted> : <omitted>
(d) by the Company:
<omitted>
(ii) <omitted> in order to enter into a definitive agreement to effect a Company Superior Proposal, if the Company has complied with Section 5.2 (including Section 5.2(f)) in all material respects (Page 66) | Material breach of no-shop | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_95 | 6.3 No Solicitation by NIC. <omitted> 8 . 1 Termination. <omitted> this Agreement may be terminated <omitted> as follows: <omitted> (h) by NIC in order to effect a Change of Recommendation <omitted> 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) (Page 50) | Material breach of no-shop | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_101 | Section 5.2. Go-Shop; Acquisition Proposals.
<omitted>
(c)
<omitted>
Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the time the Stockholder Approval is obtained, the Company Board may (x) effect a Change of Recommendation contemplated by clauses (1) or (2) of the definition thereof if, upon the occurrence of an Intervening Event, the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be reasonably likely to be inconsistent with its fiduciary obligations under applicable Law or (y) if the Company receives, directly or indirectly through one or more of its Representatives, a written, bona fide Acquisition Proposal that the Company Board concludes in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal and such Acquisition Proposal did not result from a breach of this Section 5.2, 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, and, in the case of either clause (x) or (y):
<omitted>
Section 7.3. Termination by the Company. This Agreement may be terminated and the Merger may be abandoned by the Company: (a) at any time prior to the time the Stockholder Approval is obtained, in order to concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with, and subject to compliance with the terms and conditions of, Section 5.2(c); provided, that prior to or concurrently with, and as a condition to, such termination, the Company pays to Parent the Company Termination Fee due under Section 7.5(b); (Page 70) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_101 | Section 5.2. Go-Shop; Acquisition Proposals.
<omitted> (c) <omitted> the Company Board may <omitted> (y) if the Company receives, directly or indirectly through one or more of its Representatives, a <omitted> Acquisition Proposal that the Company Board concludes in good faith <omitted> constitutes a Superior Proposal and such Acquisition Proposal did not result from a breach of this Section 5.2, <omitted> 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 7.3. Termination by the Company. This Agreement may be terminated <omitted> : (a) <omitted> in order to concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with, and subject to compliance with the terms and conditions of, Section 5.2(c); (Page 70) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_108 | Section 5.2 No Solicitation; Recommendations. <omitted> (ii) “Superior Proposal” means, <omitted> any bona fide written Acquisition Proposal that is not solicited after the date of this Agreement in violation of Section 5.2(a) <omitted> Section 7.1 Termination. This Agreement may be terminated <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; (Page 102) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_103 | Section 6.1 Company No Solicitation.
<omitted>
(d) <omitted> 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 <omitted> (B) terminate this Agreement pursuant to Section 8.1(d)(ii)
<omitted>
SECTION 8.1 Termination. This Agreement may be terminated
<omitted>
(d) by written notice from the Company if:
<omitted>
(ii) <omitted> in accordance with, and subject to, and in compliance with, all of the terms and conditions of, Section 6.1(d) (Page 78) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_104 | SECTION 5.02. No Solicitation; Adverse Recommendation Change. <omitted> (f) <omitted> the Company Board may <omitted> if <omitted> the Company receives a Company Takeover Proposal <omitted> that did not result from a breach of this Section 5.02 and <omitted> which the Company Board determines <omitted> constitutes a Superior Proposal <omitted> 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_105 | Section 6.02 Company No Solicitation. <omitted> (b) Company Superior Proposal. Notwithstanding Section 6.02(a), prior to the receipt of the Requisite Company Vote, the Company directly or indirectly through any Representative, may, subject to Section 6.02(c): (i) participate in negotiations or discussions with any Third Party that has made (and not withdrawn) a bona fide Company Takeover Proposal that did not arise from a breach of the obligations set forth in Section 6.02(a) in writing that the Company Board believes in good faith, after consultation with outside legal counsel and the Company Financial Advisor constitutes or would reasonably be expected to lead to a Company Superior Proposal; <omitted>
Section 10.04 Termination by the Company. This Agreement may be terminated by the Company at any time prior to the Effective Time:
(a) if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, the Company Board authorizes the Company, to the extent permitted by and subject to full compliance with the applicable terms and conditions of Section 6.02 hereof, to enter into a definitive agreement in respect of a Company Superior Proposal; provided, that the Company shall have paid any amounts due pursuant to Section 10.06(a)(ii) hereof in accordance with the terms, and at the times, specified therein; and provided further, that in the event of such termination, the Company substantially concurrently enters into such definitive agreement with respect to such Company Superior Proposal; or (Page 104) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_120 | 5.4 No Solicitation. <omitted> (ii) if the Company has received a <omitted> Acquisition Proposal <omitted> that the Company Board (or a committee thereof) has concluded in <omitted> is a Superior Proposal, then the Company Board may <omitted> (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: <omitted>
(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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_122 | 4.2 Company No Solicitation. <omitted>
4.4 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted>
6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted>
(e) 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 Termination Fee payable to Parent pursuant to Section 6.3(a); and (iii) the Company has not materially breached the provisions of Section 4.2 and Section 4.4; (Page 73) (Page 73) | Material breach of no-shop, (Material) breach of other provisions of agreement | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_122 | 4.2 Company No Solicitation. <omitted>
4.4 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted>
6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted>
(e) 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; <omitted> and (iii) the Company has not materially breached the provisions of Section 4.2 and Section 4.4; (Page 73) (Page 73) | Material breach of no-shop, (Material) breach of other provisions of agreement | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_126 | Section 5.3. No Solicitation by the Company.
<omitted>
Section 8.1. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time before the Closing, as follows (with any termination by Parent also being an effective termination by Merger Sub I and Merger Sub II):
<omitted>
(h) by the Company in order to effect a Change of Recommendation and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) the Company has complied in all material respects with the terms of Section 5.3 and (ii) substantially concurrently with or prior to (and as a condition to) the termination of this Agreement, the Company pays to Parent the Termination Fee. (Page 85) | Material breach of no-shop | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_126 | Section 5.3. No Solicitation by the Company.
<omitted>
Section 8.1. Termination. This Agreement may be terminated
<omitted>
(h) by the Company in order to effect a Change of Recommendation and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) the Company has complied in all material respects with the terms of Section 5.3 (Page 85) | Material breach of no-shop | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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;
Section 8.1. Termination. This Agreement may be terminated
<omitted>
(ii) <omitted> 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; (Page 72) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_134 | Section 6.03. Go-Shop; No Solicitation. <omitted> (c) Except as permitted by Section 6.03, <omitted> (i) neither the Company nor any of its Subsidiaries shall <omitted> solicit, initiate, propose or knowingly facilitate, induce or encourage the submission of any Acquisition Proposal or <omitted> enter into <omitted> an Acquisition Proposal <omitted> “Superior Proposal” means a <omitted> written Acquisition Proposal <omitted> that was not solicited in material breach by the Company of <omitted> the first sentence of Section 6.03(c) <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 (Page 31) | Material breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 Section6.04, 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_141 | Section 5.3 No Solicitation. <omitted>
(d) <omitted> 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 <omitted> that (1) such Alternative Proposal constitutes a Superior Proposal <omitted> then (x) the Board of Directors of the Company may <omitted> authorize or cause the Company to take the actions in the following clause (y), and/or (y) the Company may <omitted> 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. <omitted> this Agreement may be terminated <omitted> (g) by the Company <omitted> 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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | contract_144 | SECTION 5.02.No Solicitation. (a) The Company shall not, and shall cause its subsidiaries not to, and shall cause any officer, director or employee of, or any investment banker, attorney, accountant or other advisor or representative (collectively, “Representatives”) of, the Company or any of its subsidiaries not to, directly or indirectly (i) solicit, initiate or encourage the submission of, any Acquisition Proposal, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (ii) enter into any AcquisitionAgreement with respect to any Acquisition Proposal, <omitted> Notwithstanding the foregoing, and only at a time prior to the receipt of the Company Stockholder Approval, the Company may (x) make an Adverse Recommendation Change under clause (A) of the definition thereof in response to an Intervening Event, (y) make an Adverse Recommendation Change under clause (A) of the definition thereof in response to a Superior Proposal or (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 clause (y) or clause (z)), or an Intervening Event has occurred (in the case of the preceding clause (x)); (2) in light of such Superior Proposal (in the case of the preceding clause (y) or clause (z)) or such Intervening Event (in the case of the preceding clause (x)), as the case may be, the Company Board shall have determined in good faith, after consultation with outside legal counsel and consultation with a financial advisor of nationally recognized reputation, that failure to make an Adverse Recommendation Change under clause (A) of the definition thereof (in the case of the preceding clause (y)) or to terminate this Agreement (in the case of the preceding clause (z)) or to make an Adverse Recommendation Change under clause (A) of the definition thereof (in the case of the preceding clause (x)) would reasonably be expected to be inconsistent with its fiduciary duties to the stockholders of the Company under Delaware Law (any such determination, a “Withdrawal Determination”); (3) the Company has notified Parent in writing that it has made a Withdrawal Determination (any such notice, a “Triggering Notice”) and provided Parent unredacted copies of the documents and/or agreements providing for the Superior Proposal (including any other documents or agreements referred to in or to be entered into in connection with the Superior Proposal) or described the Intervening Event in writing in reasonable detail, as the case may be; (4) during the five (5) business days commencing on the date of receipt by Parent of the Triggering Notice (such time period, the “Notice Period”), if requested by Parent, the Company shall have negotiated in good faith with Parent to permit Parent to make a proposal to amend the terms of the Transactions or the Transaction Agreements; (5) at the end of the Notice Period, and taking into account any irrevocable written proposals (including any proposal to amend the terms of the Transactions or the Transaction Agreements) made by Parent since receipt of the Triggering Notice (a “Parent Proposal”), such Superior Proposal remains a Superior Proposal and the Company Board has again made a Withdrawal Determination in response to such Superior Proposal or such Intervening Event is continuing and the Company Board has again made a Withdrawal Determination in response to such Intervening Event (it being understood and agreed that if, in light of any Parent Proposal, the Company Board is no longer able to make a Withdrawal Determination with respect to such Superior Proposal or Intervening Event, then the Company shall immediately enter into amendments to the Transaction Agreements with Parent and Sub that embodies the terms of such Parent Proposal); (6) the Company is in compliance in all material respects with Section 5.02 and Parent is not at such time entitled to terminate this Agreement pursuant to Section 8.01(c) or Section 8.01(d)(ii); and (7) the Company (i) has paid prior to or concurrently pays the Termination Fee to Parent pursuant to Section 8.02 and immediately after such termination enters into a definitive agreement providing for such Superior Proposal, in the case of a termination of this Agreement pursuant to the preceding clause (z) or (ii) has set aside for immediate payment, the funds for the fee due under Section 8.02 in the case of an Adverse Recommendation Change pursuant to the preceding clause (x) or (y). The Company acknowledges and agrees that each successive modification to the financial terms or other material terms of an Acquisition Proposal that is determined to be a Superior Proposal, and any material change to the Intervening Event, shall require a new Triggering Notice and a new Notice Period (except that the five (5) business day notice period referred to in the Notice Period shall instead be equal to the longer of (I) three (3) business days and (II) the period remaining under the Notice Period immediately prior to the delivery of such additional notice under this sentence). (Page 53) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
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 | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | 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 | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | 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 | 1 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | Deal Protection and Related Provisions |
abridged | 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 <omitted> 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 <omitted> (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), <omitted> (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 (Pages 28-29) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop | Limitations on FTR Exercise | 99-3 | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_73 | 5.2 Company Stockholders’ Meeting.
<omitted>
(f) <omitted> (i) the Company’s board of directors may <omitted> cause the Company to terminate this Agreement in accordance with Section 8.1(j) <omitted> if (and only if): (A) a <omitted> Company Acquisition Proposal is made to the Company <omitted> ; <omitted> (D) <omitted> (1) <omitted> the Company has received a Company Superior Offer that did not result from a breach of any of the provisions of Section 4.3,
<omitted>
8.1 Termination . This Agreement may be terminated prior to the Bermuda Merger Effective Time (whether before or after the adoption of this Agreement by the Required Company Stockholder Vote and whether before or after the approval of the Marvell Merger Proposal by the Required Marvell Shareholder Vote) by written notice of the terminating party to the other Principal Party:
<omitted>
(j) by the Company (at any time prior to the adoption of this Agreement by the Required Company Stockholder Vote) in order to accept a Company Superior Offer and enter into a binding, written, definitive agreement providing for the consummation of the transaction contemplated by such Company Superior Offer that has been executed on behalf of the Person that made such Company Superior Offer (a “Specified Company Acquisition Agreement”), if: (i) the Company’s board of directors, after satisfying all of the requirements set forth in Section 5.2(f)(i), shall have authorized the Company to enter into such Specified Company Acquisition Agreement; (ii) the Company shall have delivered to Marvell a written notice (that includes a copy of the Specified Company Acquisition Agreement as an attachment) containing the Company’s statement confirming that the Company is entering into the Specified Company Acquisition Agreement in the form attached to such notice concurrently with the termination of this Agreement pursuant to this Section 8.1(j); (iii) concurrently with the termination of this Agreement pursuant to this Section 8.1(j), the Company enters into the Specified Company Acquisition Agreement with respect to such Company Superior Offer; and (iv) immediately prior to or concurrently with such termination, the Company shall have paid to Marvell or its designee the Company Termination Fee; or (Page 97) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_63 | Section 6.02.Acquisition Proposals; Change of Recommendation.<omitted> Section 8.03.Termination by the Company. Subject to the other provisions of this Article VIII, this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by the Company: <omitted> (b) at any time prior to the Offer Acceptance Time, in order for (i) the Company Board to cause or permit the Company or any of the Company’s Subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal that did not result from a violation of Section 6.02 and/or (ii) the Company to enter into or cause one of its Subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal that did not result from a violation of Section 6.02; provided, that the right to terminate this Agreement pursuant to this Section 8.03(b) shall not be available to the Company if it has breached in any material respect its obligations under Section 6.02(d) with respect to such Superior Proposal. (Page 39) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_3 | SECTION 7.03 No Solicitation. <omitted> ( e ) Notwithstanding anything in this Agreement to the contrary, prior to the receipt of the Company Stockholder Approval but subject to compliance with Section 7.03(a), if in response to an unsolicited Acquisition Proposal made after the date of this Agreement that has not been withdrawn and that did not result from a breach of this Section 7.03, the Company Board determines (after consultation with its outside legal counsel and financial advisors) that such Acquisition Proposal is a Superior Proposal and determines in good faith (after consultation with its outside legal counsel) that its failure to take such action would, or would be reasonably likely to, violate its fiduciary duties under applicable Law, then (i) the Company Board may make an Adverse Recommendation Change and/or (ii) the Company may terminate this Agreement pursuant to Section 9.01(d)(ii) in order to enter into an Acquisition Agreement with respect to such Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to Section 9.01(d)(ii) unless the Company (A) prior to, or concurrently with, such termination, pays, or causes to be paid, to Parent (or its designee) the Company Termination Fee and (B) concurrently with such termination, enters into a definitive agreement that documents the terms and conditions of such Superior Proposal. (Page 27) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_78 | Section 9.1.Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned, at any time before the Effective Time, as follows:
<omitted>
(h) by the Company, at any time prior to obtaining the Requisite Company Vote, in order to enter into a Specified Agreement in connection with a Superior Proposal, provided, that (i) such Superior Proposal shall not have resulted from a breach of Section 6.2(e)(i), (ii) the Company Board of Directors, after satisfying all of the requirements set forth in Section 6.2(e)(i), shall have authorized the Company to enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Proposal (a “Specified Agreement”) and (ii) the Company shall have paid the Termination Fee (but payment of such fee may be delayed only if and until Parent shall have previously provided wire transfer instructions pursuant to Section 9.2(b)(iv)), and shall have entered into the Specified Agreement, concurrently with the termination of this Agreement pursuant to this Section 9.1(h). (Page 29) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_151 | 5.3 Solicitation of Acquisition Proposals.
<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 the Offer Acceptance Time:
<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 (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(i) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, in each case if and only if: (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 be inconsistent with its fiduciary duties pursuant to applicable Law; (2) the Company and each of its Representatives has complied in all material respects with its obligations pursuant to this Section 5.3; (3) (i) the Company has provided prior written notice to Parent at least four Business Days in advance (the “Proposal Notice Period” ) to the effect that the Company Board (or a committee thereof) has (A) received a 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) absent any revision to the terms and conditions of this Agreement, which notice will describe the basis for such Company Board Recommendation Change or termination, including the identity of the Person or Group making such Acquisition Proposal, the price and other material terms of such Acquisition Proposal and include 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, until 11:59 p.m. Central time on the last day of the Proposal Notice Period, have (1) negotiated with Parent and its Representatives in good faith (to the extent that Parent 66
desires to 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) taken into account any adjustments to the terms and conditions of this Agreement and related Transaction Documents proposed by Parent and other information provided by Parent during the Proposal Notice Period, in each case, that are offered in writing by Parent, no later than 11:59 p.m. Central time on the last day of the Proposal Notice Period, it being understood that (a) in the event of any material revision, amendment, update or supplement 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)(3) with respect to such new written notice (with the “Proposal Notice Period” in respect of such new written notice being two Business Days); (4) at the end of the Proposal Notice Period (including any subsequent Proposal Notice Period as provided in the final proviso of the foregoing Section 5.3(d)(ii)(3)), the Company Board (or a committee thereof) must have in good faith (after taking into account Parent’s proposed revisions to the terms and conditions of this Agreement and any other information provided by Parent) reaffirmed its determination that such Acquisition Proposal is a Superior Proposal; and (5) in the event of any termination of this Agreement in order to cause or permit the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement with respect to such Acquisition Proposal, the Company will have validly terminated this Agreement in accordance with Section 8.1(i), including paying the Termination Fee in accordance with Section 8.3(b)(iii) (Pages 70-71) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_126 | Section 5.3. No Solicitation by the Company.
<omitted>
Section 8.1. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time before the Closing, as follows (with any termination by Parent also being an effective termination by Merger Sub I and Merger Sub II):
<omitted>
(h) by the Company in order to effect a Change of Recommendation and substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) the Company has complied in all material respects with the terms of Section 5.3 and (ii) substantially concurrently with or prior to (and as a condition to) the termination of this Agreement, the Company pays to Parent the Termination Fee. (Page 85) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_96 | Section 5.2 Company Acquisition Proposals. <omitted>
(b) Except as provided in Section 5.2(c), the Company and its Subsidiaries shall not, and the Company shall cause the directors and officers of the Company not to and shall direct their respective other Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage or knowingly induce or facilitate the making, submission or announcement of any inquiries or the making of any proposal or offer constituting or related to a CompanyAcquisition Proposal,
<omitted>
Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted>
(d) by the Company:
<omitted>
(ii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement to effect a Company Superior Proposal, if the Company has complied with Section 5.2 (including Section 5.2(f)) in all material respects and enters into such definitive agreement concurrently with such termination and pays the Termination Fee in accordance with the procedures and within the time periods set forth in Section 7.3(a). (Page 66) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_113 | Section 6.3. Acquisition Proposals.
(a) The Company shall not, and shall instruct its Representatives not to: (i) directly or indirectly initiate, solicit, or knowingly encourage or knowingly facilitate (including by way of providing information) any inquiries, proposals or offers, or the making of any submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal, (ii) directly or indirectly engage in, enter into or participate in any discussions or negotiations with any Person with respect to any Acquisition Proposal or (iii) provide any non-public information to, or afford access to the business, properties, assets, books or records of the Company to, any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) in connection with any Acquisition Proposal. The Company shall, and shall cause its directors and officers to, and shall direct its other Representatives to, (x) immediately cease any solicitation, discussions, or negotiations with any Person (other than Parent, Purchaser, or any designees of Parent or Purchaser) with respect to any Acquisition Proposal,
<omitted>
(e) Notwithstanding Section 6.3(d) or any other provision of this Agreement, prior to the Acceptance Time:
(i) the Company may terminate this Agreement to enter into an Alternative Acquisition Agreement if (A) the Company receives an Acquisition Proposal that did not result from a material breach of Section 6.3(a) and that the Company Board or a committee thereof determines in good faith, after consultation with outside counsel, constitutes a Superior Proposal, (B) the Company has notified Parent in writing that it intends to terminate this Agreement to enter into an Alternative Acquisition Agreement and (C) no earlier than the end of the Notice Period, the Company Board or any committee thereof determines in good faith that the Acquisition Proposal that is subject of the Determination Notice continues to constitute a Superior Proposal and that the failure to terminate this Agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, after consultation with outside counsel and taking into consideration the terms of any proposed amendment or modification to this Agreement that Parent has irrevocably committed to make during the Notice Period; (Page 47) | Material breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_25 | 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 not obtained in violation of this Section 5.02 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 in accordance with Section 5.02(c)(ii)(II); 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) | Any breach of no-shop | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | 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 | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_101 | Section 5.2. Go-Shop; Acquisition Proposals.
<omitted>
(c)
<omitted>
Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, prior to the time the Stockholder Approval is obtained, the Company Board may (x) effect a Change of Recommendation contemplated by clauses (1) or (2) of the definition thereof if, upon the occurrence of an Intervening Event, the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be reasonably likely to be inconsistent with its fiduciary obligations under applicable Law or (y) if the Company receives, directly or indirectly through one or more of its Representatives, a written, bona fide Acquisition Proposal that the Company Board concludes in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal and such Acquisition Proposal did not result from a breach of this Section 5.2, 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, and, in the case of either clause (x) or (y):
<omitted>
Section 7.3. Termination by the Company. This Agreement may be terminated and the Merger may be abandoned by the Company: (a) at any time prior to the time the Stockholder Approval is obtained, in order to concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with, and subject to compliance with the terms and conditions of, Section 5.2(c); provided, that prior to or concurrently with, and as a condition to, such termination, the Company pays to Parent the Company Termination Fee due under Section 7.5(b); (Page 70) | Breach of no-shop resulting in a Superior Offer | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
main | contract_122 | 4.2 Company No Solicitation. <omitted>
4.4 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted>
6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted>
(e) 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 Termination Fee payable to Parent pursuant to Section 6.3(a); and (iii) the Company has not materially breached the provisions of Section 4.2 and Section 4.4; (Page 73)
4.2 Company No Solicitation. <omitted>
4.4 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted>
6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted>
(e) 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; <omitted> and (iii) the Company has not materially breached the provisions of Section 4.2 and Section 4.4; (Page 73) | Material breach of no-shop, (Material) breach of other provisions of agreement | 0 | Limitations on FTR Exercise-Answer | Material breach of no-shop resulting in a Superior Offer | Limitations on FTR Exercise | 99-4 | Deal Protection and Related Provisions |
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