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main | contract_26 | 8.3 Fees and Expenses.
<omitted>
(b) Company Payments.
<omitted>
(i) If (A) this Agreement is validly terminated pursuant to (x) Section 8.1(c) at a time when the Requisite Stockholder Approval has not been obtained and the conditions set forth in Section 7.1(b) or Section 7.1(c) (to the extent due to an injunction relating to Antitrust Laws that constitute Required Approvals or Required Investment Screening Laws) have not been satisfied (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the limitations set forth in Section 8.1(c)(i) or Section 8.1(c)(ii)) or Section 8.1(d) or (y) by Parent pursuant to Section 8.1(e) (each, an “Applicable Termination”); (B) following the execution and delivery of this Agreement and prior to an Applicable Termination, an Acquisition Proposal has been publicly announced or disclosed (and, solely with respect to a termination pursuant to Section 8.1(d), such Acquisition Proposal has not been publicly withdrawn or otherwise publicly abandoned at least five (5) Business Days prior to the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Merger); and (C) within twelve (12) months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will substantially concurrently with the earlier of the execution of such definitive agreement and the consummation of such Acquisition Transaction, pay to Parent (or its designee(s)) an amount equal to $171,734,000.00 (the “Company Termination Fee”), in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. (Page 77) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_140 | Section 7.2 Effect of Termination. <omitted> (b) VEREIT Termination Fee. <omitted> (iii) In the event that <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, VEREIT either (1) consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or (2) enters into an Acquisition Agreement, then VEREIT shall, on the earlier of the date such transaction is consummated or the date such Acquisition Agreement is entered into, pay to Realty Income a one-time fee equal to the VEREIT Termination Fee less the amount of any Realty Income Expense Reimbursement previously paid to Realty Income (if any) pursuant to Section 7.2(b)(iv)
(provided that, for purposes of this clause (C), each reference to “20%” in the definitions of “Acquisition Proposal” and “Acquisition Agreement” shall be deemed to be a reference to “50.1%”). (Pages 40-41) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_21 | 8.2 Effect of Termination. <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to $25,670,000.00 (the “Termination Fee”); (Page 65) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_94 | Section 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(g) or by Parent pursuant to Section 6.1(i) (or by the Company or Parent pursuant to Section 6.1(b) (and at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Required Company Stockholder Vote have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date) at a time when this Agreement could have been terminated pursuant to Section 6.1(g) or Section 6.1(i)) and: (i) at or prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 6.1(g)), or at or prior to the time of the applicable breach by the Company (in the case of a termination pursuant to Section 6.1(i)), any Person shall have publicly announced an intention to make a Company Acquisition Proposal, or a Company Acquisition Proposal shall have been publicly disclosed, publicly announced, commenced, submitted or made and shall not have been publicly withdrawn without qualification at least five Business Days prior to the date of the Company Stockholder Meeting, in the case of a termination pursuant to Section 6.1(g), or the time of such breach, in the case of a termination pursuant to Section 6.1(i); and (ii) on or prior to the date that is 12 months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company and the transaction contemplated thereby is subsequently consummated (it being understood that, for purposes of this clause “(B),” each reference to 20% in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to 50%, then, within two Business Days after the consummation of such Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (Page 105) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_77 | Section 7.2 Effect of Termination. <omitted> (b) In the event that:
(i)
(1) after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management or the Board of Directors of KTYB or has been made directly to the KTYB shareholders generally or any person shall have publicly announced (and, in each case, not unconditionally withdrawn) an Acquisition Proposal with respect to KTYB, and (A) thereafter this Agreement is terminated by either SYBT or KTYB pursuant to Section 7.1(c) without the Requisite KTYB Vote having been obtained (and all other conditions set forth in Sections 6.1 and Section 6.3 had been satisfied or were capable of being satisfied at a time prior to the termination), or (B) thereafter this Agreement is terminated by either SYBT or KTYB pursuant to Section 7.1(d), or (C) thereafter this Agreement is terminated by SYBT pursuant to Section 7.1(e) as a result of a willful breach; AND
(2) prior to the date that is twelve (12) months after the date of the termination of this Agreement, KTYB enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then KTYB shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay SYBT, by wire transfer of same day funds (to an account designated in writing by SYBT), a fee equal to $7,250,000 (the “Termination Fee”); (Page 53) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_115 | Section 8.02 Fees and Expenses. <omitted> (ii) If this Agreement is terminated <omitted> (B) within twelve (12) months of such termination, the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (whether or not within such twelve (12) month period), then the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee; provided that for the purposes of this Section 8.02(b)(ii), all references in the term Takeover Proposal to “10% or more” shall be deemed to be references to “more than 50%.” If the Company Termination Fee is payable, the Company Termination Fee shall be paid upon the consummation of such Takeover Proposal by wire transfer of immediately available funds to an account designated by Parent in writing. For purposes of clause (A) of this Section 8.02(b)(ii), any Takeover Proposal deemed to have been made pursuant to the Amended and Restated Stockholder Support and Contingent Sale Agreement, dated as of August 17, 2020, by and among certain of the Company’s shareholders and the other parties thereto will be considered to have been withdrawn absent subsequent action on or after the date of this Agreement by any party thereto that would constitute a Takeover Proposal. (Page 59) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_88 | Section 7.3 Termination Fees; Expense Reimbursements.(a) Termination Fees. (i) Termination Fee. If (1)(A) Parent terminates this Agreement <omitted> (3) within twelve (12) months after the date of such termination, the Company enters into a definitive Alternative Acquisition Agreement with respect to, or consummates, any Alternative Acquisition Proposal (whether or not referred to in the foregoing clause (2)); provided that, for purposes of this Section 7.3(a)(ii), the references to “25%” in the definition of Alternative Acquisition Proposal shall be deemed to be references to “50%.” If owed under this Section 7.3(a)(ii), the Company shall pay to Parent the Tail Fee by wire transfer of immediately available funds in accordance with wiring instructions delivered in writing to the Company by Parent prior to or concurrently with the execution of such Alternative Acquisition Agreement. (Page 33) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_85 | SECTION 8.3 Termination Fee. (a) The Company shall pay to Parent the Company Termination Fee if: <omitted>
(C) within twelve (12) months of such termination, the Company enters into a definitive Contract to consummate any Company Acquisition Proposal or any Company Acquisition Proposal is consummated (provided that, for the purposes of this Section 8.3(a)(ii)(C) only, the term “Company Acquisition Proposal” shall have the meaning assigned to such term, except that all references to “twenty percent (20%)” therein shall be deemed to be references to “fifty percent (50%)”); (Page 65) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_98 | Section 7.3 Company Termination Fee and Expense Reimbursement. (a) If: <omitted> (ii) this Agreement is terminated <omitted> provided, that, in the case of this clause (ii), that (A) an Acquisition Proposal shall have been publicly announced or made publicly known (or, in the case of such a termination pursuant to Section 7.1(d), shall have been otherwise made known to the Company Board) after the date of this Agreement and shall not have been withdrawn (publicly, in the case of a termination pursuant to Section 7.1(c)) without qualification at least four Business Days prior to the Company Stockholders Meeting (in the case of a termination pursuant to Section 7.1(c)) or such termination (in the case of such a termination pursuant to Section 7.1(d)) and (B) within 12 months of the date this Agreement is so terminated, (x) the Company enters into a definitive agreement providing for an Acquisition Proposal, or (y) an Acquisition Proposal is consummated; provided, that for purposes of this Section 7.3(a)(ii), all references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”, then, in either the case of clause (i) or clause (ii) of this Section 7.3(a), the Company shall pay to Parent (or its designee), in cash, a payment in an amount equal to the Company Termination Fee in the case of Section 7.3(a) (i), as promptly as practicable (and, in any event, within two Business Days following such termination) and (B) in the case of Section 7.3(a)(ii), at or prior to the first to occur of (x) the entry into a definitive agreement providing for an Acquisition Proposal referred to therein and (y) the consummation of an Acquisition Proposal referred to therein.
-71 (Page 32) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_54 | Section 7.02 Termination Fee; Liquidated Damages <omitted> (ii) in the event that <omitted> this Agreement is terminated <omitted> (b) prior to the date that is twelve (12) months after the date of such termination, First Choice enters into any agreement to consummate, or consummates an Acquisition Transaction (and such Acquisition Transaction relates to the same Acquisition Proposal as that referred to above), then First Choice shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay Enterprise the Termination Fee, provided, that for purposes of this Section 7.02(a), all references in the definition of Acquisition Transaction to “twenty percent (20%)” shall instead refer to “fifty percent (50%)”. (Page 90) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_13 | 8.3 Fees. (a) In the event that this Agreement is terminated: <omitted>
(y) within 12 months after such termination (A) the Company enters into a definitive agreement with respect to an Acquisition Proposal (whether or not involving the same Acquisition Proposal which was made after the date of this Agreement) or (B) an Acquisition Proposal (whether or not involving the same Acquisition Proposal which was made after the date of this Agreement) is consummated (with all references to 15% in the definition thereof being treated as references to 50.1% for purposes of this Section 8.3(a));
<omitted>
then, in any such event, the Company shall pay, as directed by Parent, the Company Termination Fee, which amount shall be payable by wire transfer ofimmediately available funds. The Company Termination Fee shall be paid (x) in the circumstances described in clause (i) above, promptly (but in no event laterthan two (2) business days) following the earlier of the entry into a definitive agreement with respect to such Acquisition Proposal or consummation of suchAcquisition Proposal, (y) in the circumstances described in clause (ii) above, within two (2) business days of the termination, and (z) in the circumstance describedin clause (iii) and (iv) above, concurrently with and as a condition to the termination. (Page 41) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_49 | 8.3 Fees and Expenses. <omitted>
(b) The Company shall pay the Parent the Termination Fee in the event that this Agreement is terminated: <omitted>
(C) within twelve (12) months after the date of termination, the Company shall have consummated any Acquisition Transaction or entered into a definitive agreement with respect to an Acquisition Transaction that is thereafter consummated; (Page 51) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_93 | Section 7.02 Termination Fee. <omitted> (b) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above, then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to the Termination Fee (Page 87) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_89 | SECTION 8.02. Effect of Termination and Abandonment. <omitted> (b) In the event that: <omitted> (ii) <omitted> (A) this Agreement is terminated <omitted> (B) within one (1) year after such termination, the Company enters into a definitive agreement to consummate such Acquisition Proposal;
<omitted>
then, in each case, the Company shall pay Parent an aggregate fee equal to $10,325,000 (the “Termination Fee”) by wire transfer of immediately available funds (x) in the case of a payment required by Section 8.02(b)(i), on the date of termination of this Agreement, (y) in the case of a payment required by Section 8.02(b)(ii) on the date a definitive agreement is executed with respect to such Acquisition Proposal and(z) in the case of a payment required by Section 8.02(b)(iii), within two (2) Business Days of the date of termination of this Agreement, it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. Parent shall provide to the Company notice designating an account for purposes of payment of the Termination Fee within forty-eight (48) hours of a request by the Company to provide such information. (Page 57) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_16 | Section 8.6 Termination Fee; Expense Reimbursements. (a) Termination Fee. <omitted> (iv) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) or Section 8.2(c), (ii) after the date of this Agreement and prior to the time of the Company Stockholders Meeting (or adjournment or postponement thereof) at which a vote was taken to adopt the Merger but the Company Stockholder Approval was not obtained, an Alternative Proposal shall have been publicly made, commenced or submitted or announced and not publicly and irrevocably withdrawn at least five Business Days prior to such Company Stockholders Meeting and (iii) the Company consummates a transaction with respect to any Alternative Proposal within 12 months after such termination, or signs a definitive agreement with respect to any Alternative Proposal within 12 months after such termination and such transaction is subsequently consummated, then the Company shall pay to Parent, within two Business Days following such consummation, the Termination Fee; provided that, solely for purposes of this Section 8.6(a)(iv), all references to “fifteen percent (15%)” in the definition of Alternative Proposal shall be deemed to be references to “fifty percent (50%).” (Page 69) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_130 | Section 7.06 Fees and Expenses Following Termination. (a) Company Payments. <omitted>
(iii) If (A) this Agreement is terminated pursuant to Section 7.02(a) or Section 7.02(c), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 7.02(a) orSection 7.02(c), a Takeover Proposal has been publicly announced or disclosed and not withdrawn or otherwise abandoned, and (C) within one (1) year following the termination of this Agreement pursuant to Section 7.02(a) or Section 7.02(c), as applicable, either a Takeover Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of a Takeover Transaction, then, in any such event, the Company shall promptly pay the Termination Fee upon the earlier of the consummation or entry into a definitive agreement with respect to such Takeover Transaction. For purposes of this Section 7.06(a)(iii), all references in the definition of the term Takeover Transaction to “15%” will be deemed to be references to “50%.” (Page 62) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_69 | 9.5. Notice of Termination; Effect of Termination.
<omitted>
(c) The Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, if this Agreement is terminated: (i) by either the Company or Parent pursuant to Section 9.2(a) (Outside Date) or Section 9.2(b) (Requisite Company Vote Not Obtained) and, in each case, (A) after the date of this Agreement an Acquisition Proposal (substituting fifty percent (50%) for the twenty-five percent (25%) threshold set forth in the definition of “Acquisition Proposal”) (a “Qualifying Transaction”) shall have been made to the Company, the Company Board or the Company’s stockholders or publicly announced or publicly proposed prior to, and not withdrawn at least five (5) Business Days prior to, the Company Shareholders Meeting, and (B) within twelve (12) months after any such termination the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, then the Company shall promptly pay such Company Termination Fee to Parent, but in no event later than two (2) Business Days after, and subject to, the consummation of such Qualifying Transaction; (Page 91) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_32 | 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated <omitted> (z) within six (6) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such six (6)-month period) or consummated an Acquisition Proposal; provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”;
then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Company shall pay to Parent or its designee the Termination Fee by wire transfer of same day funds (Page 59) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_14 | 8.2 Effect of Termination. (a) In the event of termination of this Agreement <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Boston Private enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Boston Private shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay SVB Financial, by wire transfer of same day funds, a fee equal to $36,000,000 (the “Termination Fee”); (Page 80) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_23 | Section 9.03 Termination Payments.
(a) If this Agreement is terminated:
<omitted>
(iii) <omitted> (B) within 12 months after the date of such termination of this Agreement, the Company or any of its Affiliates enters into a definitive agreement relating to, or consummates, a Company Acquisition Proposal (for purposes of this Section 9.03(a)(iii), all references in the definition of “Company Acquisition Proposal” to “twenty percent (20%)” being replaced by “fifty percent (50%)”) (whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced); (Page 107) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_143 | Section 8.3 Expenses and Other Payments. <omitted> (c) If (i) (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval) or pursuant to Section 8.1(b)(ii) (Outside Date) at any time when this Agreement could have been terminated pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval), and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed and not been publicly withdrawn at least five (5) Business Days prior to the Company Stockholders Meeting or (B) the Company terminates this Agreement pursuant to Section 8.1(b) (ii) (Outside Date) at a time when Parent would be permitted to terminate this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach) or Parent terminates this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach) and following the execution of this Agreement and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or disclosed and not withdrawn at least five (5) Business Days prior to the date of such termination, and (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee within three (3) Business Days after the earlier of the consummation of such Company Competing Transaction or entering into a definitive agreement relating to a Company Competing Transaction. (Page 84) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_31 | 8.3 Expenses and Other Payments.
<omitted>
(e) If (i) (A) Parent or the Company terminates this Agreement
<omitted>
(ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(d)(i). (Page 85) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_116 | Section 8.4 Fees and Expense Reimbursement.
(a) In the event that (A) prior to the termination of this Agreement, a Company Acquisition Proposal is publicly submitted, publicly proposed, publicly disclosed or otherwise communicated to the Company Board prior to, and not withdrawn at the date of termination of this Agreement, (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(e) (Outside Date) or Section 8.1(f) (Failure to Obtain Company Stockholder Approval) or by Parent pursuant to Section 8.1(c) (Company Breach) and (C) within twelve (12) months after the date this Agreement is terminated, the Company consummates a Company Acquisition Proposal or enters into a definitive agreement providing for the consummation of a Company Acquisition Proposal, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the consummation of such Company Acquisition Proposal. (Page 73) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_71 | Section 8.3 Termination Fees. (a) In the event (i) (A) this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) at a time when the sole condition set forth in Annex I that has failed to be satisfied is the Minimum Condition (other than those conditions that by their nature are to be satisfied at the Expiration Time, but which conditions would be capable of being satisfied if the Expiration Time were the time of such termination and provided that Parent has not failed to convert the Purchased Notes if required pursuant to and in accordance with Section 6.18) or (B) by Parent pursuant to Section 8.1(f), (ii) there has been publicly disclosed by the Company or any Third Person, or otherwise made known to the Company Stockholders, after the date of this Agreement and prior to the date of valid termination of this Agreement an Acquisition Proposal made to the Company after the date of this Agreement, and (iii) within twelve (12) months after such termination, the Company enters into an Alternative Acquisition Agreement for any Acquisition Proposal (whether or not such Acquisition Transaction is subsequently consummated) or consummates an Acquisition Transaction, then the Company shall, prior to or concurrently with the consummation of any such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to $1,824,000 (the “Company Termination Fee”) (but subject to the receipt of valid wiring instructions pursuant to Section 8.3(h)); provided that, solely for the purposes of this Section 8.3(a), references to “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; provided, further, that in the event that the Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b) (under the circumstances set forth above in this Section 8.3(a)) or by Parent pursuant to Section 8.1(f), the Company shall, within two (2) Business Days following such termination of this Agreement (but subject to the receipt of valid wiring instructions pursuant to Section 8.3(h)) pay or cause to be paid to Parent or its designee an amount equal to the Expense Amount. (Page 40) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_101 | Section 7.5. Effect of Termination and Abandonment. <omitted> (b) In the event that: (i) (A) this Agreement is terminated <omitted> (C) within twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement for, and thereafter consummated (whether or not such consummation occurs within such twelve (12) month period), an Acquisition Proposal (whether or not involving the same Acquisition Proposal as that referred to in clause (B) above), then the Company shall, on the date on which such Acquisition Proposal is consummated, pay the Company Termination Fee to Parent (or its designees) by wire transfer of same day funds to one or more accounts designated by Parent; (Page 71) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
main | contract_6 | 7.5 Break-Up Fee. If this Agreement is terminated <omitted> within 18 months after such termination, AB or the Bank enters into an agreement, or publicly announces an intention, to engage in an Acquisition Event, or within 18 months after such termination an Acquisition Event occurs, then AB will promptly following such entry, announcement, or occurrence pay to GBCI the Break-Up Fee. (Page 51) | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement), Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | 1 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_4 | Section 9.04 Fees and Expenses. <omitted>
(b) In the event that: <omitted> (iii) this Agreement is terminated
<omitted> and
(B) within twelve months after the date of such termination, the Company either (1) enters into a definitive agreement in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above) and such Acquisition Proposal is consummated or (2) consummates any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above); provided that for purposes of this subsection (iii), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”; (Page 89) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_4 | Section 9.04 Fees and Expenses. <omitted>
(b) In the event that: <omitted> (iii) this Agreement is terminated
<omitted> and
(B) <omitted> the Company either (1) enters into a definitive agreement in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above) and such Acquisition Proposal is consummated or (2) consummates any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above) (Page 89) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_5 | Section 10.03 Termination Payment. <omitted> (b) If (i) this Agreement is terminated <omitted> (iii) on or prior to the twelve-month anniversary of such termination of this Agreement: (A) a transaction constituting a Company Acquisition Proposal is consummated; or (B) a definitive agreement relating to a Company Acquisition Proposal is entered into by the Company or any of its Affiliates (in each case, whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced), then, the Company shall pay to Parent (or its designee) by way of compensation the Company Termination Payment no later than the consummation of such Company Acquisition Proposal; (Page 103) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_5 | Section 10.03 Termination Payment. <omitted> (b) If (i) this Agreement is terminated <omitted> (A) a transaction constituting a Company Acquisition Proposal is consummated; or (B) a definitive agreement relating to a Company Acquisition Proposal is entered into by the Company or any of its Affiliates (in each case, whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced) (Page 103) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_6 | 7.5 Break-Up Fee. If this Agreement is terminated <omitted> within 18 months after such termination, AB or the Bank enters into an agreement, or publicly announces an intention, to engage in an Acquisition Event, or within 18 months after such termination an Acquisition Event occurs, then AB will promptly following such entry, announcement, or occurrence pay to GBCI the Break-Up Fee. (Page 51) | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement), Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | 1 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_6 | 7.5 Break-Up Fee. <omitted> If this Agreement is terminated <omitted> AB or the Bank enters into an agreement, or publicly announces an intention, to engage in an Acquisition Event, or <omitted> an Acquisition Event occurs, then AB will promptly following such entry, announcement, or occurrence pay to GBCI the Break-Up Fee. (Page 51) | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement), Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | 1 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_8 | 8.3 Expenses and Other Payments. <omitted> (f) If (i) Parent or the Company terminates this Agreement <omitted> (iii) within 12 months after the date of such termination, the Company or any Subsidiary of the Company enters into a definitive agreement with respect to any Company Competing Proposal or consummates any Company Competing Proposal, then the Company shall pay Parent the Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(d). For purposes of this Section 8.3(f), any reference in the definition of Company Competing Proposal to “25%” or “75%” shall be deemed to be a reference to “50%.” (Page 34) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_8 | 8.3 Expenses and Other Payments. <omitted> (f) If (i) Parent or the Company terminates this Agreement <omitted> (iii) <omitted> the Company <omitted> enters into a definitive agreement with respect to any Company Competing Proposal or consummates any Company Competing Proposal (Page 34) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_9 | Section 7.5. Effect of Termination and Abandonment. <omitted>
(b) In the event that: (i) (A) this Agreement is terminated pursuant to Section 7.2(a), Section 7.2(b) or Section 7.4(b); <omitted>
(C) within twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement for an Acquisition Proposal that is subsequently consummated (whether consummated within such twelve (12)-month period or thereafter), then the Company shall, on the date such Acquisition Proposal is consummated, pay the Company Termination Fee to Parent (or its designee) by wire transfer of same day funds to one or more accounts designated by Parent; (Page 31) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_9 | Section 7.5. Effect of Termination and Abandonment. <omitted>
(b) In the event that: (i) (A) this Agreement is terminated <omitted>
(C) <omitted> the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement for an Acquisition Proposal that is subsequently consummated (whether consummated within such twelve (12)-month period or thereafter), (Page 31) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_12 | Section 8.05. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated pursuant to this Article VIII: <omitted> (B) within 12 months after any such termination and abandonment, (1) the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement, (2) the Company Board shall have approved or recommended to the Company’s stockholders any Acquisition Proposal, and such Acquisition Proposal is subsequently consummated (regardless of whether such consummation occurs within such 12-month period), or (3) any Acquisition Proposal shall have been consummated (with “50 percent” being substituted in lieu of “15 percent” in each instance thereof in the definition of “Acquisition Proposal” referenced in the definition of “Alternative Acquisition Agreement” or otherwise for purposes of this Section 8.05(c)(i)(B)), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds upon the consummation of such Acquisition Proposal; (Page 87) | Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period, Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_10 | Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (B) within twelve (12) months after such termination, any Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to any Company Acquisition Proposal that is subsequently consummated (Page 88) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_10 | Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated <omitted> (B) <omitted> any Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to any Company Acquisition Proposal that is subsequently consummated (Page 88) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_13 | 8.3 Fees. (a) In the event that this Agreement is terminated: <omitted>
(y) within 12 months after such termination (A) the Company enters into a definitive agreement with respect to an Acquisition Proposal (whether or not involving the same Acquisition Proposal which was made after the date of this Agreement) or (B) an Acquisition Proposal (whether or not involving the same Acquisition Proposal which was made after the date of this Agreement) is consummated (with all references to 15% in the definition thereof being treated as references to 50.1% for purposes of this Section 8.3(a));
<omitted>
then, in any such event, the Company shall pay, as directed by Parent, the Company Termination Fee, which amount shall be payable by wire transfer ofimmediately available funds. The Company Termination Fee shall be paid (x) in the circumstances described in clause (i) above, promptly (but in no event laterthan two (2) business days) following the earlier of the entry into a definitive agreement with respect to such Acquisition Proposal or consummation of suchAcquisition Proposal, (y) in the circumstances described in clause (ii) above, within two (2) business days of the termination, and (z) in the circumstance describedin clause (iii) and (iv) above, concurrently with and as a condition to the termination. (Page 41) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_13 | 8.3 Fees. (a) In the event that this Agreement is terminated: <omitted>
(y) <omitted> the Company enters into a definitive agreement with respect to an Acquisition Proposal (whether or not involving the same Acquisition Proposal which was made after the date of this Agreement) or (B) an Acquisition Proposal (whether or not involving the same Acquisition Proposal which was made after the date of this Agreement) is consummated <omitted>
then, in any such event, the Company shall pay, as directed by Parent, the Company Termination Fee, which amount shall be payable by wire transfer ofimmediately available funds. The Company Termination Fee shall be paid (x) in the circumstances described in clause (i) above, promptly (but in no event laterthan two (2) business days) following the earlier of the entry into a definitive agreement with respect to such Acquisition Proposal or consummation of suchAcquisition Proposal, (y) in the circumstances described in clause (ii) above, within two (2) business days of the termination, and (z) in the circumstance describedin clause (iii) and (iv) above, concurrently with and as a condition to the termination. (Page 41) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_14 | 8.2 Effect of Termination. (a) In the event of termination of this Agreement <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Boston Private enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Boston Private shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay SVB Financial, by wire transfer of same day funds, a fee equal to $36,000,000 (the “Termination Fee”); (Page 80) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_14 | 8.2 Effect of Termination. (a) In the event of termination of this Agreement <omitted> (C) <omitted> Boston Private enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above) (Page 80) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_21 | 8.2 Effect of Termination. <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to $25,670,000.00 (the “Termination Fee”); (Page 65) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_21 | 8.2 Effect of Termination. <omitted> (C) <omitted> Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (Page 65) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_22 | 9.5. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated <omitted> (B) within 12 months after such termination, the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement with respect to, or the Company Board shall have approved or recommended to the Company’s stockholders or otherwise not opposed, any Acquisition Proposal that is later consummated (regardless of whether or not such consummation happens prior to or following the end of such 12 month period) (provided, that solely for purposes of this clause (i), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Annex A, except that the reference to “15%” in such definition shall be replaced with a reference to “50%”), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds concurrently with the consummation of such Acquisition Proposal (Page 61) | Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period, Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_22 | 9.5. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated <omitted> (B) <omitted> the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement with respect to, or the Company Board shall have approved or recommended to the Company’s stockholders or otherwise not opposed, any Acquisition Proposal that is later consummated (regardless of whether or not such consummation happens prior to or following the end of such 12 month period) (Page 61) | Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period, Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_23 | Section 9.03 Termination Payments.
(a) If this Agreement is terminated:
<omitted>
(iii) <omitted> (B) within 12 months after the date of such termination of this Agreement, the Company or any of its Affiliates enters into a definitive agreement relating to, or consummates, a Company Acquisition Proposal (for purposes of this Section 9.03(a)(iii), all references in the definition of “Company Acquisition Proposal” to “twenty percent (20%)” being replaced by “fifty percent (50%)”) (whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced); (Page 107) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_23 | Section 9.03 Termination Payments.
(a) If this Agreement is terminated:
<omitted>
(iii) <omitted> (B) <omitted> the Company or any of its Affiliates enters into a definitive agreement relating to, or consummates, a Company Acquisition Proposal <omitted> (whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced); (Page 107) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_24 | 8.3 Expenses and Other Payments. <omitted> (e) If (i)(A) Labrador or Golden terminates this Agreement <omitted> (ii)within nine months after the date of such termination, Golden enters into a definitive agreement with respect to a Golden Competing Proposal or consummates a Golden Competing Proposal, then Golden shall pay Labrador the Termination Fee less any amount previously paid by Golden pursuant to Section 8.3(d)(i). (Page 46) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_24 | 8.3 Expenses and Other Payments. <omitted> (e) If (i)(A) Labrador or Golden terminates this Agreement <omitted> (ii) <omitted> Golden enters into a definitive agreement with respect to a Golden Competing Proposal or consummates a Golden Competing Proposal (Page 46) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_27 | Section 7.3 Termination Fee; Expenses.
(a) If this Agreement is terminated:
<omitted>
(C) within 12 months of the termination of this Agreement, the Company or any of its Subsidiaries enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Company Takeover Proposal with a third party; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two Business Days of such termination, or in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the entry into a definitive agreement with respect to the transactions contemplated by such Company Takeover Proposal and the consummation of such transactions (Page 96) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_27 | Section 7.3 Termination Fee; Expenses.
(a) If this Agreement is terminated:
<omitted>
(C) <omitted> the Company or any of its Subsidiaries enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Company Takeover Proposal with a third party; (Page 96) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_28 | 9.5 Notice of Termination; Effect of Termination and Abandonment <omitted> (c) In the event this Agreement is terminated and the Transactions abandoned pursuant to this Article IX: <omitted> (C) within twelve months after any such termination and abandonment, (1) the Company or any of Subsidiaries shall have entered into an Alternative Acquisition Agreement, or (2) any Acquisition Proposal shall have been consummated (with “fifty percent” being substituted in lieu of “fifteen percent” in each instance thereof in the definition of “Acquisition Proposal” referenced in the definition of “Alternative Acquisition Agreement” or otherwise for purposes of this Section 9.5(c)(i)(C)), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds concurrently with the occurrence of any of the events contemplated by this Section 9.5(c)(i)(C), whichever is the earliest to occur; (Page 92) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_28 | 9.5 Notice of Termination; Effect of Termination and Abandonment <omitted> (c) In the event this Agreement is terminated and the Transactions abandoned pursuant to this Article IX: <omitted> (C) within twelve months after any such termination and abandonment, (Page 92) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_31 | 8.3 Expenses and Other Payments.
<omitted>
(e) If (i) (A) Parent or the Company terminates this Agreement
<omitted>
(ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(d)(i). (Page 85) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_31 | 8.3 Expenses and Other Payments.
<omitted>
(e) If (i) (A) Parent or the Company terminates this Agreement
<omitted>
(ii) <omitted> the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal (Page 85) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_32 | 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated <omitted> (z) within six (6) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such six (6)-month period) or consummated an Acquisition Proposal; provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”;
then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Company shall pay to Parent or its designee the Termination Fee by wire transfer of same day funds (Page 59) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_32 | 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated <omitted> (z) <omitted> the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such six (6)-month period) or consummated an Acquisition Proposal (Page 59) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_34 | Section 8.2 Effect of Termination; Financing Sources.
<omitted>
(b) If this Agreement is terminated
<omitted>
(B) at any time on or prior to the first anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or any transactions contemplated by any Company Takeover Proposal are consummated (Page 68) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_34 | Section 8.2 Effect of Termination; Financing Sources.
<omitted>
(b) If this Agreement is terminated
<omitted>
(B) <omitted> the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or any transactions contemplated by any Company Takeover Proposal are consummated (Page 68) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_35 | Section 7.3 Termination Fees. <omitted> (b) <omitted> if <omitted> Parent or the Company terminates this Agreement <omitted> (iii) within twelve (12) months after the date of such termination, the Company shall have consummated an Alternative Acquisition Proposal or entered into an Alternative Acquisition Agreement for any Alternative Acquisition Proposal (whether or not the one referred to in the foregoing clause (ii)), which Alternative Acquisition Proposal is ultimately consummated; (Page 80) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_35 | Section 7.3 Termination Fees. <omitted> (b) <omitted> if <omitted> Parent or the Company terminates this Agreement <omitted> (iii) <omitted> the Company shall have consummated an Alternative Acquisition Proposal or entered into an Alternative Acquisition Agreement for any Alternative Acquisition Proposal <omitted> which Alternative Acquisition Proposal is ultimately consummated (Page 80) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_36 | Section 8.3 Termination Fees. (a) In the event that: (i) <omitted> (C) within twelve (12) months of such termination of this Agreement, the Company consummates a transaction involving a Competing Proposal or enters into an Alternative Acquisition Agreement providing for the consummation of a Competing Proposal (which is subsequently consummated); (Page 71) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_36 | Section 8.3 Termination Fees. (a) In the event that: (i) <omitted> (C) <omitted> the Company consummates a transaction involving a Competing Proposal or enters into an Alternative Acquisition Agreement providing for the consummation of a Competing Proposal (which is subsequently consummated); (Page 71) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_41 | Section 7.02 Effect of Termination. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) concurrently with or within twelve (12) months after the date of any such termination, (1) the Company or any Company Subsidiary enters into a definitive agreement to effect any Competing Proposal (regardless of when made or the counterparty thereto) with an aggregate equity purchase price (after giving effect to any reductions thereof for Indebtedness or similar adjustments) greater than the Aggregate Merger Consideration or (2) any Competing Proposal is consummated (regardless of when made or the counterparty thereto), then the Company shall pay to Parent or its designee the Company Termination Fee (I) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is the same person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then concurrently with the earlier of (a) the date of execution of any such definitive agreement and (b) the consummation of such Competing Proposal or (II) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is not the person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then the date of the consummation of such Competing Proposal. (Page 35) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_41 | Section 7.02 Effect of Termination. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) <omitted> (1) the Company or any Company Subsidiary enters into a definitive agreement to effect any Competing Proposal (regardless of when made or the counterparty thereto) with an aggregate equity purchase price <omitted> greater than the Aggregate Merger Consideration or (2) any Competing Proposal is consummated (regardless of when made or the counterparty thereto), then the Company shall pay to Parent or its designee the Company Termination Fee (I) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is the same person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then concurrently with the earlier of (a) the date of execution of any such definitive agreement and (b) the consummation of such Competing Proposal or (II) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is not the person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then the date of the consummation of such Competing Proposal. (Page 35) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_44 | 11.2. Effect of Termination. <omitted> 11.2.2. If this Agreement is terminated, <omitted> (D) (i) In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the Board of Directors or senior management of DCB or shall have been made directly to the shareholders of DCB or any Person shall have publicly announced (and not withdrawn at least two (2) business days prior to the DCB Meeting) an Acquisition Proposal, in each case with respect to DCB and (A) (x) thereafter this Agreement is terminated by either DCB or Bridge Bancorp pursuant to Section 11.1.4 without the Requisite DCB Vote having been obtained (and all other conditions set forth in Section 9.1 and Section 9.2 were satisfied or were capable of being satisfied prior to such termination) or (y) thereafter this Agreement is terminated by Bridge Bancorp pursuant to Section 11.1.2 or 11.1.3 as a result of a willful breach, and (B) prior to the date that is twelve (12) months after the date of such termination, DCB enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then DCB shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Bridge Bancorp the Termination Fee by wire transfer of same-day funds; provided, that for purposes of this Section 11.2.2, all references in the definition of Acquisition Proposal to ‘twenty-five percent (25%)” shall instead refer to “fifty percent (50%).” (Page 84) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_44 | 11.2. Effect of Termination. <omitted> 11.2.2. If this Agreement is terminated, <omitted> (B) prior to the date that is twelve (12) months after the date of such termination, DCB enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then DCB shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Bridge Bancorp the Termination Fee by wire transfer of same-day funds; provided, that for purposes of this Section 11.2.2, all references in the definition of Acquisition Proposal to ‘twenty-five percent (25%)” shall instead refer to “fifty percent (50%).” (Page 84) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_45 | Section 9.3 Termination Fees; Expenses. <omitted>
(b) In the event that (i) this Agreement is terminated <omitted>
(iii) within 12 months after such termination, the Company enters into a definitive agreement with respect to a Company Acquisition Proposal or consummates a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to in clause (ii) above), then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee (less any Expense Reimbursement previously paid to Parent by the Company in accordance with Section 9.3(c)), within two Business Days following the earliest to occur of the events described in clause (iii) of this Section 9.3(b); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(b), references to “20%” shall be replaced by “50%”. (Page 90) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_45 | Section 9.3 Termination Fees; Expenses. <omitted>
(b) In the event that (i) this Agreement is terminated <omitted>
(iii) <omitted> the Company enters into a definitive agreement with respect to a Company Acquisition Proposal or consummates a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to in clause (ii) above) (Page 90) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_48 | 9.5. Effect of Termination and Abandonment. <omitted> (b) In the event that: <omitted> (i) (A) this Agreement is terminated <omitted> (II) concurrently with or within twelve (12) months of such termination, the Company shall have consummated a Company Acquisition Proposal or entered into an Alternative Company Acquisition Agreement relating to a Company Acquisition Proposal (whether or not, in each case, such Company Acquisition Proposal is the same one as the Company Acquisition Proposal referred to in clause (B)(I)); <omitted> then the Company shall pay to Parent (or its designee(s)), by wire transfer of same-day funds, a termination fee of $35,000,000 (the “Termination Fee”) (x) in the case of Section 9.5(b)(ii), no later than two (2) Business Days after the date of such termination or (y) in the case of Section 9.5(b)(i), immediately prior to or substantially concurrent with the last to occur of the events set forth in Section 9.5(b)(i). (Page 59) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_48 | 9.5. Effect of Termination and Abandonment. <omitted> (b) In the event that: <omitted> (i) (A) this Agreement is terminated <omitted> (II) <omitted> the Company shall have consummated a Company Acquisition Proposal or entered into an Alternative Company Acquisition Agreement relating to a Company Acquisition Proposal (whether or not, in each case, such Company Acquisition Proposal is the same one as the Company Acquisition Proposal referred to in clause (B)(I)); (Page 59) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_49 | 8.3 Fees and Expenses. <omitted>
(b) The Company shall pay the Parent the Termination Fee in the event that this Agreement is terminated: <omitted>
(C) within twelve (12) months after the date of termination, the Company shall have consummated any Acquisition Transaction or entered into a definitive agreement with respect to an Acquisition Transaction that is thereafter consummated; (Page 51) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_49 | 8.3 Fees and Expenses. <omitted>
(b) <omitted> in the event that this Agreement is terminated: <omitted>
(C) <omitted> the Company shall have consummated any Acquisition Transaction or entered into a definitive agreement with respect to an Acquisition Transaction that is thereafter consummated; (Page 51) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_53 | Effect of Termination <omitted> (i) In the event that: (i) this Agreement is validly terminated <omitted> (B) within twelve (12) months after such termination, the Company shall have entered into a definitive agreement with respect to such Acquisition Proposal (which is subsequently consummated), or shall have consummated such Acquisition Proposal, then, in any such event, the Company shall pay to Parent the Company Termination Payment, such payment to be made on the date of the consummation of such Acquisition Proposal, by wire transfer of immediately available funds to the account or accounts designated in writing by Parent to the Company for such purpose. (Page 79) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_53 | Effect of Termination <omitted> (i) In the event that: (i) this Agreement is validly terminated <omitted> (B) <omitted> the Company shall have entered into a definitive agreement with respect to such Acquisition Proposal (which is subsequently consummated), or shall have consummated such Acquisition Proposal (Page 79) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_54 | Section 7.02 Termination Fee; Liquidated Damages <omitted> (ii) in the event that <omitted> this Agreement is terminated <omitted> (b) prior to the date that is twelve (12) months after the date of such termination, First Choice enters into any agreement to consummate, or consummates an Acquisition Transaction (and such Acquisition Transaction relates to the same Acquisition Proposal as that referred to above), then First Choice shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay Enterprise the Termination Fee, provided, that for purposes of this Section 7.02(a), all references in the definition of Acquisition Transaction to “twenty percent (20%)” shall instead refer to “fifty percent (50%)”. (Page 90) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_54 | Section 7.02 Termination Fee; Liquidated Damages <omitted> (ii) in the event that <omitted> this Agreement is terminated <omitted> (b) <omitted> First Choice enters into any agreement to consummate, or consummates an Acquisition Transaction (and such Acquisition Transaction relates to the same Acquisition Proposal as that referred to above) (Page 90) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_56 | 8.2 Effect of Termination. <omitted> (b) (i) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Flagstar enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal with respect to Flagstar (whether or not the same Acquisition Proposal as that referred to above), then Flagstar shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay NYCB, by wire transfer of same-day -62-
funds, a fee equal to ninety million dollars ($90,000,000) (the “Termination Fee”); (Pages 70-71) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_56 | 8.2 Effect of Termination. <omitted> (b) (i) In the event that <omitted> this Agreement is terminated <omitted> (C) <omitted> Flagstar enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal with respect to Flagstar (whether or not the same Acquisition Proposal as that referred to above) (Pages 70-71) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_59 | Section 7.3 Fees and Expenses. <omitted> (b) Company-Paid Termination Fee (i) In the event that: <omitted> (1) this Agreement is terminated <omitted> (B) within twelve months after such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is ultimately consummated) <omitted> then, in any such case, the Company shall pay Parent a termination fee of $25,000,000 (the “Company-Paid Termination Fee”). (Page 65) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_59 | Section 7.3 Fees and Expenses. <omitted> (b) Company-Paid Termination Fee (i) In the event that: <omitted> (1) this Agreement is terminated <omitted> (B) <omitted> the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is ultimately consummated) (Page 65) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_62 | 7.3 Termination Fees. <omitted> (b) If <omitted> this Agreement is terminated <omitted> (iii) within nine (9) months after such termination the Company consummates an Acquisition Transaction or enters into an agreement for an Acquisition Transaction which Acquisition Transaction is subsequently consummated, then the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated (Page 56) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_62 | 7.3 Termination Fees. <omitted> (b) If <omitted> this Agreement is terminated <omitted> (iii) <omitted> the Company consummates an Acquisition Transaction or enters into an agreement for an Acquisition Transaction which Acquisition Transaction is subsequently consummated (Page 56) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_64 | Section 6.2 Effect of Termination; Termination Fees. <omitted> (b) In the event that: <omitted> (ii) this Agreement is validly terminated <omitted> (B) within 12 months after such termination, the Company enters into a definitive Contract with respect to an Acquisition Proposal or consummates an Acquisition Proposal (which need not be the same Acquisition Proposal that was made, announced or publicly known prior to the termination of this Agreement) (provided that for all purposes of this Section 6.2(b)(ii), the term Acquisition Proposal shall have the meaning assigned to such term in Exhibit A, except that the references to “15%” shall be deemed to be references to 50%), then the Company shall pay to Parent the Termination Fee concurrently with entering into a definitive Contract or the consummation of such Acquisition Proposal. (Page 29) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_64 | Section 6.2 Effect of Termination; Termination Fees. <omitted> (b) In the event that: <omitted> (ii) this Agreement is validly terminated <omitted> (B) <omitted> the Company enters into a definitive Contract with respect to an Acquisition Proposal or consummates an Acquisition Proposal (which need not be the same Acquisition Proposal that was made, announced or publicly known prior to the termination of this Agreement) (Page 29) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_67 | Section 9.03 Expenses; Termination Fee. <omitted>
(b) Company Termination Fee. If, but only if, this Agreement is terminated: <omitted>
(D) within twelve (12) months following the termination of this Agreement, (1) the Company enters into a definitive agreement for the consummation of any Acquisition Proposal (regardless of when made or the counterparty thereto) or (2) any Acquisition Proposal is consummated (regardless of whether when made or the counterparty thereto), then the Company shall pay, or cause to be paid, to Parent the Company Termination Fee, in each case, within three (3) Business Days after the date on which the Company enters into such definitive agreement or the date on which such Acquisition Proposal is consummated (provided, however, that for purposes of this Section 9.03(b)(i), the references to “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (Page 36) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_67 | Section 9.03 Expenses; Termination Fee. <omitted>
(b) Company Termination Fee. If, but only if, this Agreement is terminated: <omitted>
(D) <omitted> (1) the Company enters into a definitive agreement for the consummation of any Acquisition Proposal <omitted> or (2) any Acquisition Proposal is consummated (Page 36) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_80 | Section 7.3.Expenses; Termination Fee. <omitted> (b) If: (i)(A) this Agreement is terminated by Parent or the Company <omitted> (C) within 12 months after such termination, the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an
Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated (with all references to “15%” in the definition of Acquisition Proposal being treated as “50%” for purposes of this clause (C)); (Pages 34-35) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_80 | Section 7.3.Expenses; Termination Fee. <omitted> (b) If: (i)(A) this Agreement is terminated by Parent or the Company <omitted> the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an
Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated
<omitted>
then, in the case of each of clauses (i) through (iv), the Company shall pay to Parent (or Parent’s designee), in cash at the time specified in the next sentence, a termination fee in the amount of $12,900,000 (the “Termination Fee”). Any Termination Fee shall be paid by the Company: (I) in the case of Section 7.3(b)(i), immediately prior to or concurrently with the occurrence of either of the applicable events described in clause (C) thereof; (II) in the case of Section 7.3(b)(ii) or in the case of a termination by Parent as provided in Section 7.3(b)(iii), no later than two (2) Business Days following termination of this Agreement; (III) in the case of a termination by the Company as provided in Section 7.3(b)(iii), concurrently with such termination; and (IV) in the case of Section 7.3(b)(iv), concurrently with, and as a condition to the effectiveness of, the termination of this Agreement pursuant to Section 7.1(g). (Pages 34-35) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_82 | Section 7.4 Company Termination Fees. (a) In the event that <omitted> (C) within twelve (12) months following the termination of this Agreement, a Competing Acquisition Transaction is consummated or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, then within two (2) Business Days after the earlier of the entry into an Alternative Acquisition Agreement and the consummation of a Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee. (Page 54) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_82 | Section 7.4 Company Termination Fees. (a) In the event that <omitted> (C) <omitted> a Competing Acquisition Transaction is consummated or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, (Page 54) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_87 | Section 10.3 Fees and Expenses. <omitted>
(c) If <omitted> this Agreement is terminated <omitted>
(iii) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive written agreement with any Person with respect to such Acquisition Proposal, then the Company shall pay to Nicolet, within two (2) Business Days after execution of such definitive written agreement, the Termination Fee by wire transfer of immediately available funds to such account as Nicolet shall designate. (Page 52) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_87 | Section 10.3 Fees and Expenses. <omitted>
(c) If <omitted> this Agreement is terminated <omitted>
(iii) <omitted> the Company enters into a definitive written agreement with any Person with respect to such Acquisition Proposal (Page 52) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_88 | Section 7.3 Termination Fees; Expense Reimbursements.(a) Termination Fees. (i) Termination Fee. If (1)(A) Parent terminates this Agreement <omitted> (3) within twelve (12) months after the date of such termination, the Company enters into a definitive Alternative Acquisition Agreement with respect to, or consummates, any Alternative Acquisition Proposal (whether or not referred to in the foregoing clause (2)); provided that, for purposes of this Section 7.3(a)(ii), the references to “25%” in the definition of Alternative Acquisition Proposal shall be deemed to be references to “50%.” If owed under this Section 7.3(a)(ii), the Company shall pay to Parent the Tail Fee by wire transfer of immediately available funds in accordance with wiring instructions delivered in writing to the Company by Parent prior to or concurrently with the execution of such Alternative Acquisition Agreement. (Page 33) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_88 | Section 7.3 Termination Fees; Expense Reimbursements.(a) Termination Fees. (i) Termination Fee. If (1)(A) Parent terminates this Agreement <omitted> after the date of such termination, the Company enters into a definitive Alternative Acquisition Agreement with respect to, or consummates, any Alternative Acquisition Proposal (Page 33) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_89 | SECTION 8.02. Effect of Termination and Abandonment. <omitted> (b) In the event that: <omitted> (ii) <omitted> (A) this Agreement is terminated <omitted> (B) within one (1) year after such termination, the Company enters into a definitive agreement to consummate such Acquisition Proposal;
<omitted>
then, in each case, the Company shall pay Parent an aggregate fee equal to $10,325,000 (the “Termination Fee”) by wire transfer of immediately available funds (x) in the case of a payment required by Section 8.02(b)(i), on the date of termination of this Agreement, (y) in the case of a payment required by Section 8.02(b)(ii) on the date a definitive agreement is executed with respect to such Acquisition Proposal and(z) in the case of a payment required by Section 8.02(b)(iii), within two (2) Business Days of the date of termination of this Agreement, it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. Parent shall provide to the Company notice designating an account for purposes of payment of the Termination Fee within forty-eight (48) hours of a request by the Company to provide such information. (Page 57) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_89 | SECTION 8.02. Effect of Termination and Abandonment. <omitted> (b) In the event that: <omitted> (ii) <omitted> (A) this Agreement is terminated <omitted> (B) <omitted> the Company enters into a definitive agreement to consummate such Acquisition Proposal;
<omitted>
then, in each case, the Company shall pay Parent an aggregate fee equal to $10,325,000 (the “Termination Fee”) by wire transfer of immediately available funds (x) in the case of a payment required by Section 8.02(b)(i), on the date of termination of this Agreement, (y) in the case of a payment required by Section 8.02(b)(ii) on the date a definitive agreement is executed with respect to such Acquisition Proposal and(z) in the case of a payment required by Section 8.02(b)(iii), within two (2) Business Days of the date of termination of this Agreement, it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. Parent shall provide to the Company notice designating an account for purposes of payment of the Termination Fee within forty-eight (48) hours of a request by the Company to provide such information. (Page 57) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
abridged | contract_90 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> (ii) on or prior to the date that is twelve months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause “(B),” each reference to “25%” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “50%”), then, within two Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (Page 69) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-0 | Deal Protection and Related Provisions |
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