data_type stringclasses 3 values | contract_name stringclasses 153 values | text stringlengths 30 16.8k | answer stringclasses 228 values | label int64 0 9 | question stringclasses 92 values | subquestion stringclasses 52 values | text_type stringclasses 22 values | id stringclasses 144 values | category stringclasses 7 values |
|---|---|---|---|---|---|---|---|---|---|
abridged | 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 | Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period | Tail Period & Acquisition Proposal Details | 105-5 | Deal Protection and Related Provisions |
abridged | contract_140 | Section 7.2 Effect of Termination. <omitted> (b) VEREIT Termination Fee. <omitted> (iii) In the event that <omitted> (C) <omitted> VEREIT either (1) consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or (2) enters into an Acquisition Agreement (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 | Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period | Tail Period & Acquisition Proposal Details | 105-5 | Deal Protection and Related Provisions |
abridged | contract_149 | Section 7.3 Termination Fees.
(a) If this Agreement is terminated <omitted>
(B) within twelve (12) months after such termination, a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal (provided, however, that for purposes of this Section 7.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”);
then, in each such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, onthe earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause(ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or concurrently with the termination of this Agreement. (Page 36) | 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 | Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period | Tail Period & Acquisition Proposal Details | 105-5 | Deal Protection and Related Provisions |
abridged | contract_149 | Section 7.3 Termination Fees.
(a) If this Agreement is terminated <omitted>
(B) <omitted> a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal. <omitted> Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, onthe earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause(ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or concurrently with the termination of this Agreement. (Page 36) | 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 | Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period | Tail Period & Acquisition Proposal Details | 105-5 | Deal Protection and Related Provisions |
main | contract_120 | 8.3 Fees and Expenses. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) within nine (9) 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, which is thereafter consummated, then the Company will concurrently with the consummation of such Acquisition Transaction pay to Parent an amount equal to $288,000,000 (the “Company Termination Fee”) (Page 99) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_51 | Section 8.3 Expenses and Other Payments. <omitted> (d) 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 Termination Fee. (Page 45) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_134 | Section 11.05. Expenses. <omitted> (a) Termination Fees. <omitted> (iii) If <omitted> this Agreement is terminated <omitted> (C) within nine (9) months after such termination, the Company enters into a definitive agreement with respect to an Acquisition Proposal and, at any time thereafter, consummates such Acquisition Proposal, then the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date of consummation of such Acquisition Proposal. (Page 41) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_40 | Section 9.3 Termination Fees; Expenses. <omitted> (c) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b) (iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii), and, in each case, (i) at any time after the date of this Agreement and prior to such termination, a Company Acquisition Proposal has been made to the Company and publicly announced or disclosed (and such Company Acquisition Proposal has not been publicly withdrawn in a bona fide manner prior to the earlier of (x) the date of the Company Meeting (including any adjournments or postponements thereof) and (y) the date of such termination) and (ii) within twelve (12) months after such termination, the Company (A) consummates a transaction with respect to a Company Acquisition Proposal or (B) enters into a definitive agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated, then, in any such event, the Company shall pay to Parent (or one or more of its designees), by wire transfer of immediately available funds, the Company Termination Fee, reduced by any amount previously paid under Section 9.3(b) within two (2) Business Days following the consummation of such transaction arising from such Company Acquisition Proposal; provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(c), references to “15%” and “85%” shall be replaced by “50%”. (Page 85) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_86 | Section 7.02 Effect of Termination. <omitted>
(b) Company Payments. (i) If this Agreement is validly terminated <omitted>
(2) at any time within twelve (12) months after such termination, the Company (x) enters into a definitive Alternative Acquisition Agreement to effect any Competing Proposal or (y) consummates a Competing Proposal, (Page 25) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_99 | 8.3 Fees and Expenses. <omitted> (b) The parties agree that (i) if this Agreement is validly terminated by (A) either Parent or the Company in accordance with Section 8.1(b) or (B) by Parent pursuant to Section 8.1(f); and, prior to the date of such termination, a Company Acquisition Proposal is made public by the Company or any other Person or otherwise becomes publicly known, and (ii) within twelve (12) months after such termination (A) the Company enters into a definitive agreement with respect to any Company Acquisition Proposal or (B) the transactions contemplated by any Company Acquisition Proposal are consummated (which need not be the same Company Acquisition Proposal that was made public or publicly known prior to the termination of this Agreement), then the Company shall pay (or cause to be paid) the Company Termination Fee to Parent (or its designee), by wire transfer of same-day funds no later than two (2) Business Days after the consummation of such transaction. (Page 78) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_30 | 9.03 Fees and Expenses. 58 (a) In the event that, <omitted> (ii) this Agreement is terminated by United pursuant to Section 9.01(g), and prior to that date that is 12 months after such termination, CBTC or any of its Subsidiaries enters into any Acquisition Agreement or any Acquisition Proposal is consummated (regardless of whether such Acquisition Proposal is consummated before or after termination of this Agreement), then CBTC shall pay United the Fee on the earlier of such date of execution or consummation, which amount shall be payable in immediately available funds. (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_73 | 8.3 Expenses; Termination Fees.
<omitted>
(d) If: (i) this Agreement is terminated
<omitted>
(iii) within 12 months after the date of such termination of this Agreement, a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is consummated or a definitive agreement providing for a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is executed, then the Company shall pay to Marvell the Company Termination Fee in cash; (Page 99) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_25 | SECTION 6.06. Fees and Expenses. <omitted>
provided that (A) a Company Takeover Proposal shall have been publicly made, proposed or communicated by a third party after the date of this Agreement and (x) before the time this Agreement is terminated in the case of a termination under Section 8.01(b)(i) or (y) before the completion of the Company Shareholders Meeting (including any adjournment or postponement thereof) in the case of a termination under Section 8.01(b) (iii) and (B) within 12 months of the date this Agreement is terminated, the Company enters into a definitive agreement with respect to a Company Takeover Proposal or a Company Takeover Proposal is consummated (in each case, whether or not such Company Takeover Proposal was the same Company Takeover Proposal referred to in clause (A)); provided that, for purposes of clauses (A) and (B) of this Section 6.06(b)(ii), the references to “15% or more” in the definition of Company Takeover Proposal shall be deemed to be references to “more than 50%”; <omitted>
then, in any such event under clause (i) or (ii) of this Section 6.06(b), the Company shall pay, or cause to be paid, the Company Termination Fee to Parent o r its designee by wire transfer of same-day funds (Page 47) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_68 | Section 8.3 Expenses and Other Payments. <omitted> (e) If (i) <omitted> (B) 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 108) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_61 | 8.3 Termination Payment and Expenses. <omitted> (b) In the event this Agreement is validly terminated:
(i) by either the Company or Parent pursuant to Section 8.1(b) (but only if, at the time of such termination, the Company Stockholder Approval has not been obtained), by either the Company or Parent pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), and, in each case, (A) prior to the date of termination (in the case of a termination pursuant to Section 8.1(b) or Section 8.1(g)) or the date of the Company Stockholders Meeting (in the case of a termination pursuant to Section 8.1(d)), the Company has received a bona fide Acquisition Proposal or a bona fide Acquisition Proposal has been publicly disclosed, which Acquisition Proposal has not been withdrawn prior to such date, and (B) within 12 months of the date of such termination, the Company consummates any Acquisition Proposal or enters into a definitive agreement with respect to any Acquisition Proposal that is thereafter consummated; provided that for purposes of this Section 8.3(b)(i) the references to “15%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”; <omitted> then, in each case, the Company will pay Parent as consideration for the disposition of rights acquired under this Agreement an aggregate amount equal to $12,000,000 (the “Company Termination Fee”) by wire transfer of immediately available funds to an account designated in writing by Parent (1) in the case of a payment required by Section 8.3(b)(i), within two Business Days after consummation of such Acquisition Proposal (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_0 | 7.3. Expenses and Termination Fees. <omitted> (b) Company Payment. The Company shall pay to Parent a cash amount equal to $197,000,000 (the “Termination Fee”) in the event that this Agreement is terminated: (i) pursuant to Section 7.1(g), (ii) pursuant to either Section 7.1(b) or Section 7.1(d) at a time when Parent would have been entitled to terminate pursuant to Section 7.1(g), (iii) pursuant to Section 7.1(h) or (iv) pursuant to either Section 7.1(b) (prior to the Company receiving the Company Stockholder Approval), Section 7.1(d) or Section 7.1(f) and, in the case of this clause (iv), (A) after the Agreement Date and prior to such termination, an Acquisition Proposal with respect to the Company was publicly disclosed and not publicly withdrawn, and (B) within 12 months following the termination of this Agreement, either an Acquisition with respect to the Company is consummated or the Company enters into a Contract providing for an Acquisition that is subsequently consummated (even if consummated following such 12-month period). The Company shall pay to Parent the Termination Fee by wire transfer of immediately available funds to an account designated by Parent promptly but in no event later than: (A) for a termination described in clause (i) or (ii), within two Business Days after the date of such termination, (B) for a termination described in clause (iii), prior to or concurrently with such termination or (C) for a termination described in clause (iv), within two Business Days after the date of the consummation of such Acquisition. (Page 78) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_102 | 9.2. Termination Fee. (a) If this Agreement shall be terminated: <omitted> (iii) (A) by (x) OCSL or OCSI pursuant to Section 9.1(b)(ii) or Section 9.1(b)(iii) or (y) OCSL pursuant to Section 9.1(d)(i) (solely to the extent that OCSI has committed a willful or intentional breach), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.1(b)(ii) or Section 9.1(d)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iii), prior to the time of the duly held OCSI Stockholders Meeting, and (C) OCSI enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the date that such Takeover Proposal is consummated, OCSI shall cause the third party that made such Takeover Proposal (or its designee) to pay OCSL, subject to applicable Law, the OCSI Termination Fee as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(a)(iii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” (Page 65) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_55 | Section 7.1 Company Board Recommendation. <omitted> any Contract with respect to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”) <omitted> Section 9.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (z) within twelve (12) months of such termination, the Company enters into a Specified Agreement with respect to an Acquisition Proposal or the Company shall have 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 “80%”);
then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid, to Parent the Termination Fee (Page 55) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_126 | Section 8.2. Effect of Termination. <omitted> (i) If (A) Parent or the Company terminates this Agreement <omitted> (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date any such Acquisition Proposal is consummated and (y) the date of entry in any such definitive agreement, the Company shall pay to Parent a fee of nine hundred million dollars ($900,000,000) in cash (the “Termination Fee”). (Page 86) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_131 | 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, TCF enters into a definitive agreement or consummates a transaction with respect to a TCF Acquisition Proposal (whether or not the same TCF Acquisition Proposal as that referred to above), then TCF shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Huntington, by wire transfer of same day funds, a fee equal to $238,800,000 (the “Termination Fee”); (Page 78) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_117 | 8.3 Expenses and Other Payments. <omitted> (d) 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 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 Competing Proposal) or consummates a 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(c). (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_19 | Section 8.2 Effect of Termination. <omitted> (b) Termination Fees. (i) If (A) Parent or the Company terminates this Agreement <omitted> (C) (1) any Competing Proposal is consummated within twelve (12) months of such termination or (2) the Company enters into a definitive agreement providing for a Competing Proposal within twelve (12) months of such termination, then the Company shall pay to Parent a fee of $127,400,000 in cash (the “Company Termination Fee”) concurrently with the occurrence of the applicable event described in clause (C)(1) or clause (C)(2). (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_113 | Section 8.5. Effect of Termination.
<omitted>
(b) In the event that:
<omitted>
(iii) (A) this Agreement is terminated
<omitted>
(C) within twelve (12) months after such termination, the Company enters into an Alternative Acquisition Agreement with respect to an Acquisition Proposal (and the transactions contemplated by such Acquisition Proposal are subsequently consummated) or the Acquisition Proposal is consummated (provided, that, for purposes of clause (C) of this Section 8.5(b)(iii), references to “20%” in the definition of Acquisition Proposal will be substituted for “50%”);
Then, in any such case, the Company shall pay Parent a termination fee of $30,000,000.00, (Page 58) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_2 | Section 9.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated pursuant to Section 9.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the second proviso of Section 9.1(b)(i)) as a result of the failure to satisfy the Minimum Condition, (y) after the Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement and (z) within twelve (12) months of such termination, the Company shall have
consummated an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “a material portion” and “10% or more” in the definition of “Acquisition Proposal” shall be deemed to be references to “51% or more”); then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid, to Parent the Termination Fee (Pages 34-35) | Same Acquisition Proposal - Must close during Tail Period, Different Acquisition Proposal must close during Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_100 | 8.3. Fees and Expenses.
<omitted>
(b) Termination Fee. (i) Future Transaction. If (A) this Agreement is terminated
<omitted>
(C) within one year of such termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), either 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 promptly (and in any event within two Business Days) after the earlier of the (1) entry into such definitive agreement or (2) consummation of such Acquisition Transaction pay to Parent (or its designee) an amount equal to $515,000,000 (the “Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_75 | Section 7.4 Company Termination Fees.
(a) In the event that (A) this Agreement is terminated pursuant to Section 7.1(c), (B) following the execution of this Agreement and prior to the time at which a vote is taken on the adoption of this Agreement at the Stockholders Meeting (or an adjournment or postponement thereof) an offer or proposal for a Competing Acquisition Transaction is publicly announced or shall become publicly known and is not publicly withdrawn prior to the Stockholders Meeting and (C) within twelve (12) months following the termination of this Agreement pursuant to Section 7.1(c), the foregoing 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 such Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee. “ Company Termination Fee” means an amount equal to $60,125,000. <omitted>
(b) In the event that (A) this Agreement is terminated pursuant to Section 7.1(b) (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 proviso to Section 7.1(b) or Section 7.1(g) as a result of the material breach of the Company’s covenants and agreements set forth in Section 5.3, (B) any Person shall have publicly disclosed an offer or proposal for a Competing Acquisition Proposal after the date hereof and shall not have publicly withdrawn such offer or proposal for a Competing Acquisition Proposal prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 7.1(b), the date that is two (2) Business Days prior to the Termination Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 7.1(g), the time of the breach or failure to perform giving rise to such termination and (C) within twelve (12) months following the termination of this Agreement pursuant to Section 7.1(b) or Section 7.1(g), the foregoing 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 such Alternative Acquisition Agreement and the consummation of such Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (Pages 61-62) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_106 | 7.02 Effect of Termination and Abandonment. <omitted> (b) (i) The Company shall pay a termination fee of $8,500,000 (the “Termination Fee”) to Parent payable by wire transfer of immediately available funds to an account specified by Parent in the event of any of the following: <omitted> (3) within twelve (12) months of the termination of this Agreement, the Company enters into a definitive agreement with respect to or consummates an Acquisition Proposal; (Page 70) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_114 | Section 8.3 Termination Fees. (a) Company Termination Fee. If <omitted> this Agreement is terminated <omitted> (C) concurrently with or within twelve (12) months after such termination, the Company shall have (1) consummated any Alternative Acquisition Proposal or (2) entered into a definitive agreement providing for (and later consummated) any Alternative Acquisition Proposal, then, in each case, the Company shall pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $368,946,000 in cash (the “Company Termination Fee”); (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_119 | Section 11.04. Expenses.
<omitted>
(b) Termination Fee.
<omitted>
(ii) If (A) this Agreement is terminated (x) by Parent or the Company pursuant to Section 10.01(b)(i) or 10.01(b)(iii) or (y) by Parent pursuant to Section 10.01(c)(ii) as a result of any intentional breach of Section 6.03, (B) an Acquisition Proposal shall have been publicly announced after the date of this Agreement and not withdrawn (1) prior to the Company Shareholder Meeting, with respect to termination pursuant to 10.01(b)(iii) or (2) at least ten Business Days prior to the date of termination, with respect to any termination pursuant to Section 10.01(b)(i) or Section 10.01(c)(ii), and (C) within 12 months following the date of such termination, the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “25% or more” in the definition of Acquisition Proposal shall be deemed to be a reference to “more than 50%”), then the Company shall pay to Parent in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee. (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_78 | (i) If (A) Parent or the Company terminates this Agreement pursuant to Section 9.1(c), Section 9.1(d) or Section 9.1(g), (B) in the case of termination pursuant to Section 9.1(d), all of the conditions set forth in Section 8.1 and Section 8.3 (other than Section 8.3(c)) shall have been satisfied or waived, and (C) (x) a bona fide Acquisition Proposal (other than any Acquisition Proposal described in clause (iii)(x) of the definition of such term) shall have been made to the Company or publicly disclosed after the date of this Agreement and not withdrawn prior to the date of such termination or (y) a bona fide Acquisition Proposal described in clause (iii)(x) of the definition of such term shall have been made to the Company or shall have been publicly disclosed (and in either such event, with respect to which any director, officer or employee at the level of Senior Director or above of the Company has actual knowledge) after the date of this Agreement and not withdrawn or expressly rejected by the Company prior to the date of such termination, and (D) any Acquisition Proposal is consummated within twelve (12) months of such termination or the Company enters into a definitive agreement within twelve (12) months of such termination to effect any Acquisition Proposal, then on the date of such consummation or such entry into a definitive agreement, the Company shall pay a fee of $15,496,000 in cash (the “Termination Fee”). (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_141 | Section 5.3 No Solicitation. <omitted> (f) As used in this Agreement, “Alternative Proposal” shall mean any bona fide proposal or offer made by any person or group of related persons (other than a proposal or offer by Parent or any of its Subsidiaries) for (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving the Company or any of its Subsidiaries pursuant to which any person or group of related persons would beneficially own or control, directly or indirectly, twenty percent (20%) or more (on a non-diluted basis) of Company Common Stock, (ii) the acquisition by any person of a business or assets (including any capital stock or other securities) that constitutes or includes twenty (20%) or more of the consolidated assets, net revenues or net income of the Company and its Subsidiaries, taken as a whole, (iii) the issuance to or acquisition by any person of twenty percent (20%) (on a non-diluted basis) or more of the outstanding shares of Company Common Stock or (iv) a tender offer, exchange offer or any other transaction or series of transactions that, if consummated, would result in any person or group of related persons, directly or indirectly, beneficially owning or having the right to acquire beneficial ownership of capital stock or other equity interests representing twenty percent (20%) or more (on a non-diluted basis) of Company Common Stock. <omitted>
Section 7.2 Termination Fees. <omitted> (a) Notwithstanding any provision in this Agreement to the contrary, if (i) (A) after the date of this Agreement and prior to the termination of this Agreement, any Alternative Proposal (substituting fifty percent (50%) for the twenty percent (20%) threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to, and not withdrawn at least five (5) business days prior to, the Company Meeting, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) or by Parent, prior to the Company Stockholder Approval, pursuant to Section 7.1(f) and (C) within twelve (12) months after such termination, the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(g) or by Parent pursuant to Section 7.1(h), then in any such event the Company shall pay to Parent a fee of four hundred fifty million dollars ($450,000,000) in cash (the “Company Termination Fee”), such payment to be made, in the case of a termination referenced in clause (i) above, within two (2) business days following Parent’s request pursuant to Section 7.2(e) following the consummation of the Qualifying Transaction, or in the case of clause (ii) above, within two (2) business days following Parent’s request pursuant to Section 7.2(e) following the termination by the Company pursuant to Section 7.1(g) or within two (2) business days of Parent’s request pursuant to Section 7.2(e) after termination by Parent pursuant to Section 7.1(h); it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one (1) occasion. (Page 67) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_146 | SECTION 8.02 Effect of Termination; Termination Fees. <omitted>
(b) Termination Fees.(i) In the event <omitted>
(C) this Agreement is terminated by (1) either the Company or Parent pursuant to Section 8.01(b)(i) (End Date) or Section 8.01(b)(iii) (Company Stockholder Approval Not Obtained), or Parent pursuant to Section 8.01(d)(ii) (Company Breach), (2) after the execution of this Agreement and prior to the date of termination the Company has received a bona fide Company Takeover Proposal or a bona fide Company Takeover Proposal has been publicly disclosed and not withdrawn at least five (5) Business Days prior to such termination, and (3) within six (6) months of the date of termination by either the Company or Parent pursuant to Section 8.01(b)(i) (End Date) or within twelve (12) months of the date of any termination by either the Company or Parent pursuant to Section 8.01(b)(iii) (Company Stockholder Approval Not Obtained) or Parent pursuant to Section 8.01(d)(ii) (Company Breach), the Company enters into a definitive agreement with respect to, or consummates, any Company Takeover Proposal; provided that for purposes of this Section 8.02(b), the references to “15%” in the definition of “Company Takeover Proposal” shall be deemed to be references to “50%”; (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_83 | (b) Termination Fee. <omitted> (ii) If, prior to receipt of the Company Stockholder Approval, (A) this Agreement is terminated pursuant to Section 10.01(b) (iii) (Company No Vote) or Section 10.01(c)(ii) (Company Breach), (B) after the date of this Agreement and prior to date of the Company Stockholder Meeting, an Acquisition Proposal shall have become public and (C) within 12 months after the date of such termination, an Acquisition Proposal shall have been consummated or the Company or its Subsidiaries has entered into a definitive agreement with respect to an Acquisition Proposal (provided that for purposes of this Section 11.04(b)(ii), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay or cause to be paid to Parent in immediately available funds, concurrently with the earlier of the execution of a definitive agreement and the consummation of such Acquisition Proposal, the Termination Fee together with applicable Interest and Collection Costs. (Page 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_132 | 9.5 Effect of Termination and Abandonment. <omitted> (b) The Company shall pay to Parent, by wire transfer of immediately available funds, a termination fee in the amount of $575,000,000 (the “Company Termination Fee”) in the event that this Agreement is terminated:
(i) by either the Company or Parent pursuant to Section 9.2(a), or Section 9.2(b) and, in each case;
(A) any Person shall have made an Acquisition Proposal to the Company or its stockholders (whether or not conditional or not withdrawn) or publicly announced an intention (whether or not conditional and whether or not withdrawn) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, and
(B) within twelve (12) months after such termination, the Company enters into any Alternative Acquisition Agreement with respect to any Acquisition Proposal (with “fifty percent (50%)” being substituted in lieu of “fifteen percent (15%)” in each instance thereof in the definition of “Acquisition Proposal” for purposes of this Section 9.5(b)(i)(B)), then immediately prior to or concurrently with the occurrence of such entry into an Alternative Acquisition Agreement, (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_118 | (iii) (A) by the Company or Parent pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(d)(i) and (B)(x) a Company Acquisition Proposal shall have been received by the Company or its Representatives or any Person shall have publicly proposed or publicly announced an intention (whether or not conditional) to make a Company Acquisition Proposal (and, in the case of a
termination pursuant to Section 7.1(b)(iii), such Company Acquisition Proposal or publicly proposed or announced intention shall have been made prior to the Company Shareholders’ Meeting) and (y) within twelve (12) months after a termination referred to in this Section 7.3(b)(iii) the Company enters into a definitive agreement relating to, or consummates, any Company Acquisition Proposal (with, for purposes of this clause (y), the references to “15%” in the definition of “Company Acquisition Proposal” being deemed to be references to “50%”), (Pages 39-40) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_57 | Section 9.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated pursuant to Section 9.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the third proviso of Section 9.1(b)(i)) as a result of the failure to satisfy the Minimum Condition, (y) after the Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement and (z) within twelve (12) months of such termination, the Company shall have 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 “80%”); then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid, to Parent the Termination Fee by wire transfer of same day funds to an account designed in writing by Parent (A) in the case of Section 9.3(b)(i), substantially concurrently with the termination of this Agreement (it being agreed that if such termination occurs on a day that is not a Business Day, “substantially concurrently” shall mean no later than on the next Business Day), (B) in the case of Section 9.3(b)(ii), within two (2) Business Days after such termination or (C) in the case of Section 9.3(b)(iii), within two (2) Business Days after the consummation of the Acquisition Proposal referred to in clause (z) above. (Page 39) | Same Acquisition Proposal - Must close during Tail Period, Different Acquisition Proposal must close during Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_137 | Section 9.3 Fees and Expenses. (a) If this Agreement is terminated by: (i) (A) RMRM pursuant to Section 9.1(c)(i) on the basis of a breach of a covenant or agreement contained in this Agreement or (B) either RMRM or TRMT pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii) and in any such case of (A) or (B), (I) after the execution of this Agreement and prior to such termination (or prior to the TRMT Shareholder Meeting in the case of termination pursuant to Section 9.1(b) (iii)), a Superior Proposal with respect to TRMT shall have been publicly disclosed (or, in the case of termination pursuant to Section 9.1(b)
(i) or Section 9.1(c)(i), otherwise made known to the TRMT Board) and not withdrawn (publicly, if publicly disclosed) and (II) within twelve (12) months after such termination, any Superior Proposal with respect to TRMT is consummated or TRMT enters into a definitive agreement with respect to any Superior Proposal that is subsequently consummated; <omitted> then, in any such case, TRMT shall pay, or cause to be paid, to RMRM the TRMT Termination Fee. (Pages 35-36) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_97 | Section 11.04. Expenses. <omitted> (b) Termination Fee. <omitted>
(ii) If (A) this Agreement is terminated <omitted>
(C) within 12 months following the date of such termination, the Company shall have consummated a transaction for an Acquisition Proposal (provided that for purposes of this clause (C), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee. (Page 79) | Same Acquisition Proposal - Must close during Tail Period, Different Acquisition Proposal must close during Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_18 | 8.2 Effect of Termination. <omitted>
(b) (i) 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, Cadence 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 Cadence shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay BancorpSouth, by wire transfer of same- day funds, a fee equal to $118,000,000 (the “Termination Fee”); provided, that for purposes of this Section 8.2(b)(i), all references in the definition of Acquisition Proposal to “twenty-five percent (25%)” shall instead refer to “fifty percent (50%).” (Page 82) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_103 | SECTION 8.2 Effect of Termination
<omitted>
(b) In the event that:
<omitted>
(ii) this Agreement is terminated
<omitted>
(B) within twelve (12) months after such termination, the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or shall have consummated an Acquisition Proposal, then, in the event that the actions described in both clauses (A) and (B) above occur, the Company shall pay to Parent the Company Termination Fee, such payment to be made within two (2) Business Days following the earlier of the entry into such agreement in respect of, or consummation of, an Acquisition Proposal by wire transfer of immediately available funds. (Page 79) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_96 | Section 7.3 Fees and Expenses. (a) In the event that:
<omitted>
(B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(b)(ii), or Section 7.1(b)(iii), by the Company pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), or by Parent pursuant to Section 7.1(c)(i), then if, concurrently with or within twelve (12) months after the date of any such termination, any of the Acquired Companies enters into a definitive agreement with respect to any Company Competing Proposal or any transaction if offered prior to the termination of this Agreement would have constituted a Company Competing Proposal, the Company shall pay to Parent or its designee by wire transfer of immediately available funds to the account or accounts designated by Parent or such designee the Termination Fee substantially concurrently with the entry into such definitive agreement; (Page 67) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_58 | Section 7.3 Fees and Expenses.
<omitted>
(b) Company-Paid Termination Fee (i) In the event that:
<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) (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_104 | SECTION 6.06.
Fees and Expenses.
<omitted>
(b) In the event that:
<omitted>
(iii) <omitted>
(B) within 12 months of such termination (1) any transaction included within the definition of Company Takeover Proposal is consummated or (2) the Company enters into a definitive agreement providing for the consummation of any transaction within the definition of Company Takeover Proposal, in each case whether or not involving the same Company Takeover Proposal or the Person or group making the Company Takeover Proposal referred to in this Section 6.06(b)(iii); provided that for purposes of clause (B), the term “Company Takeover Proposal” shall have the meaning assigned to such term in Section 9.03, except that all references to “20%” in such definition shall be deemed references to “50.1%”, (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_135 | Section 7.3 Termination Fees. (a) In the event that: (i) this Agreement is terminated by Company or Parent pursuant to Section 7.1(b)(ii) or by Parent pursuant to Section 7.1(c)(i) and (A) prior to the Company Stockholder Meeting, a Company Competing Proposal shall have been publicly disclosed and not publicly withdrawn prior to such termination date, and (B) within twelve (12) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to any Company Competing Proposal or (y) the transactions contemplated by any Company Competing Proposal are consummated, then the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee concurrently with, and contingent upon, the earlier of the entry into such agreement or the consummation of the transactions contemplated by such Company Competing Proposal regardless of the date of such consummation; (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_47 | 6.5 Effect of Termination and Abandonment. <omitted> (b) In the event that: (i) (A)after the date of this Agreement, an Acquisition Proposal (substituting 50% for the 15% threshold set forth in the definition of “Acquisition Proposal”) (a “Company Qualifying Transaction ” ) shall have been publicly made, proposed or disclosed or otherwise becomes publicly known prior to such termination (or, in the case of a termination pursuant to Section 6.2(b), prior to the Company Stockholders Meeting (or any adjournment or postponement thereof)), (B)thereafter this Agreement is terminated by Parent or the Company pursuant to Section 6.2(a) (Outside Date) or 6.2(b) (Company Requisite Vote not Obtained) or by Parent pursuant to Section 6.4(a) (Company Breach), and (C)at any time on or prior to the 12-month anniversary of such termination, the Company enters into a definitive agreement regarding a Company Qualifying Transaction that is subsequently completed, a tender offer that constitutes a Company Qualifying Transaction is completed or the Company otherwise completes a Company Qualifying Transaction (whether or not it is the same such transaction that became publicly known); <omitted> then the Company shall pay Parent the Company Termination Fee. (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_60 | 8.5 Effect of Termination and Abandonment. <omitted> (b) The Company shall pay to Parent a fee equal to $24,000,000 (the “Company Termination Fee”) <omitted> if: <omitted> (C) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal (regardless of when made or the counterparty thereto) or consummates any Acquisition Proposal (regardless of when made or the counterparty thereto) (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_63 | 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, and such Acquisition Proposal is subsequently consummated (regardless of whether such consummation occurs within such 12-month period), (2) the Company Board shall have approved or recommended to the Company’s stockholders any Acquisition Proposal, and subsequently consummates the Acquisition Proposal contemplated thereby (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 the applicable Acquisition Proposal; (Page 39) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_70 | Section 8.06 Fees Following Termination
<omitted>
(b) If this Agreement is properly terminated:
<omitted>
(A) prior to such termination, a Takeover Proposal shall: (1) in the case of a termination in accordance with Section 8.02(a), have been publicly disclosed and not withdrawn prior to the effective date of termination or (2) in the case of a termination in accordance with Section 8.03(b), have been publicly disclosed or otherwise made or communicated to the Company or the Company Board and not withdrawn prior to the effective date of termination, and (B) within nine (9) months following the date of such termination of this Agreement the Company shall have entered into a definitive agreement with respect to any Takeover Proposal, or any Takeover Proposal shall have been consummated (in each case whether or not such Takeover Proposal is the same as the original Takeover Proposal made, communicated, or publicly disclosed), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee (it being understood for all purposes of this Section 8.06(b), all references in the definition of Takeover Proposal to “15%” shall be deemed to be references to “more than 50%” instead); (Page 73) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_105 | Section 10.06 Fees and Expenses Following Termination. (a) If this Agreement is terminated by: <omitted> (iv) (A) Parent and US Holdco <omitted> (2) within twelve (12) months following the date of such termination the Company shall have entered into a Company Acquisition Agreement with respect to any Company Takeover Proposal, or any Company Takeover Proposal shall have been consummated (in each case whether or not such Company Takeover Proposal is the same as the original Company Takeover Proposal made, communicated, or publicly disclosed); (Page 105) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_127 | SECTION 7.03. Termination Fees. (a) In the event that:
(i) (A) this Agreement is terminated by the Company or Parent pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii), (B) a bona fide Takeover Proposal shall have been publicly made, publicly proposed or otherwise publicly communicated to the Company or shall have otherwise become publicly known after the date of this Agreement (x) in the case of a termination pursuant to Section 7.01(b)(i), prior to the date of such termination or (y) in the case of a termination pursuant to Section 7.01(b)(iii), prior to the date of the Stockholders Meeting, and (C) within twelve months of the date this Agreement is so terminated, the Company (1) enters into a Company Acquisition Agreement with any Person or Persons with respect to any Takeover Proposal or (2) consummates any Takeover Proposal; provided that (I) for purposes of clauses (B) and (C) of this Section 7.03(a)(i), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”, and (II) for clarity, for purposes of clause (C) of this Section 7.03(a)(i), a confidentiality agreement or nondisclosure agreement shall not constitute a “Company Acquisition Agreement”; or <omitted>
then, in any such event under clause (i) or (ii) of this Section 7.03(a), the Company shall pay the Company Termination Fee to Parent or its designee by wire transfer of same day funds (x) in the case of Section 7.03(a)(ii)(A), within two business days after such termination, (y) in the case of Section 7.03(a)(ii)(B), prior to or concurrently with such termination or (z) in the case of Section 7.03(a)(i), within two business days after the entry into the Company Acquisition Agreement referred to in clause (C)(1) thereof or the consummation of the Takeover Proposal referred to in clause (C)(2) thereof, as applicable; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_150 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> (ii) on or prior to the date that is twelve (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 (it being understood that, for purposes of this clause (B), each reference to “twenty-five percent (25%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) 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 Company Termination Fee. (Page 88) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_145 | Section 7.3 Expenses; Termination Fees.
<omitted>
(b) Termination Fee.
<omitted>
(iii) In the event that <omitted> this Agreement is terminated <omitted>
(C) concurrently with or within nine (9) months after any such termination described in clause (B), East or any of the East Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to East (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iii)), then East shall pay to Central the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (Page 98) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_66 | Section 7.3 Payment of Termination Fee by the Company. <omitted> (c) In the event that (i) this Agreement is terminated <omitted> (iii) within twelve (12) months of the date this Agreement is terminated, the Company consummates any Company Takeover Proposal or enters into a definitive written agreement with respect to any Company Takeover Proposal that is subsequently consummated (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “20%” in the definition of “Company Takeover Proposal” shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Termination Fee (Page 70) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_109 | 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, the Company 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 the Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by wire transfer of same-day funds, a fee equal to two hundred and eighty million dollars ($280,000,000) (the “Termination Fee”); (Page 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_133 | Section 8.2. Effect of Termination. <omitted>
(d) If (A) this Agreement is terminated <omitted>
(C) within twelve months following such termination of this Agreement, either a transaction contemplated by such Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of a transaction contemplated by such Acquisition Proposal and such transaction is subsequently consummated, then the Company shall promptly (and in any event within three Business Days after such consummation) pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, which shall be promptly provided by Parent. (Page 74) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_112 | 8.02 Effect of Termination and Abandonment; Enforcement of Agreement. <omitted>
(b) In the event that: <omitted> this Agreement is terminated <omitted>
(B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Premier Financial 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 Premier Financial shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), a fee equal to $11,000,000 (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_11 | 8.3 Fees and Expenses. <omitted> (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into (provided that for purposes of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasion. (Page 78) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_43 | 8.3 Expenses; Termination Fees. <omitted> (b) In the event that: <omitted>
(iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or by Parent pursuant to Section 8.1(f) as a result of a willful breach or by Parent pursuant to Section 8.1(i), (y) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination and such Acquisition Proposal has not been publicly withdrawn prior to such termination and (z) within twelve months of such termination the Company shall have entered into a definitive agreement with respect to such 52
Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such twelve-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 or cause to be paid to Parent or its designee the Termination Fee by wire transfer of same day funds (x) in the case of Section 8.3(b)(i), prior to the execution of the Specified Agreement, (y) in the case of Section 8.3(b)(ii), within two business days after such termination or (z) in the case of Section 8.3(b)(iii), prior to the date the definitive agreement referred to in clause (z) of Section 8.3(b)(iii) is executed; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. As used herein, “Termination Fee” shall mean a cash amount equal to $100,000,000. (Pages 56-57) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_17 | 8.2 Effect of Termination.
<omitted>
(b) (i) In the event that <omitted> this Agreement is terminated <omitted> and <omitted>
(B) prior to the date that is twelve (12) months after the date of such termination, CIT 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 CIT shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay BancShares, by wire transfer of same-day funds, a fee equal to $64,000,000 (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_46 | Section 10.03. Termination Fees. (a) If this Agreement is terminated: <omitted> (B) on or prior to the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to a Company Acquisition Proposal is consummated; or (2) a definitive agreement relating to any Company Acquisition Proposal is entered into by the Company; (Page 119) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_91 | 8.3 Fees and Expenses. <omitted> (b) Company Payments. (i) Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c) at a time when the requisite stockholder approval has not been obtained, 8.1(d) or Section 8.1(e); (B) at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (D) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated at any time, then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time). For purposes of this Section 8.3(b)(i), all references to “15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “50 percent.” (Page 98) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_42 | Section 9.04 Fees and Expenses. <omitted> (b) In the event that: <omitted> (iii) this Agreement is terminated pursuant to Section 8.01(b) (provided that the Stockholder Approval shall not have been obtained), Section 8.01(d) or Section 8.01(e) and (A) prior to the date of termination (in the case termination pursuant to Section 8.01(b) or Section 8.01(e)) or the date of the Stockholder Meeting (in the case of termination pursuant to Section 8.01(d)) an Acquisition Proposal is made to the Company or made to the Company’s stockholders or is otherwise publicly disclosed or made known 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) 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 Transaction shall be deemed to be references to “50%”; then the Company shall pay Parent (or its designee) the Company Termination Fee by wire transfer of same-day funds <omitted> (z) in the case of Section 9.04(b)(iii), substantially concurrently with the earlier of the execution of a definitive agreement with respect to an Acquisition Proposal or the consummation of such Acquisition Proposal, as applicable. (Page 81) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_149 | Section 7.3 Termination Fees.
(a) If this Agreement is terminated <omitted>
(B) within twelve (12) months after such termination, a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal (provided, however, that for purposes of this Section 7.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”);
then, in each such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, onthe earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause(ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or concurrently with the termination of this Agreement. (Page 36) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_52 | Section 7.3 Fees and Expenses. (a) In the event that: (i) this Agreement is terminated <omitted> (B) within twelve (12) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to any Company Competing Proposal or (y) the transactions contemplated by any Company Competing Proposal are consummated, the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee concurrently with, and contingent upon, the consummation of the transactions contemplated by such Company Competing Proposal regardless of the date of such consummation (Page 84)
Section 7.3 Fees and Expenses. (a) In the event that: <omitted> (iii) this Agreement is terminated <omitted> (B) within twelve (12) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to such Company Competing Proposal or (y) the transactions contemplated by such Company Competing Proposal are consummated, the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee concurrently with, and contingent upon, the consummation of the transactions contemplated by such Company Competing Proposal regardless of the date of such consummation (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_15 | 10.3. Expenses. <omitted> (b) <omitted> (i) if either Bryn Mawr or WSFS terminates this Agreement <omitted> within 12 months of such termination Bryn Mawr shall either (A) consummate an Acquisition Transaction or (B) enter into an Acquisition Agreement with respect to an Acquisition Transaction, whether or not such Acquisition Transaction is subsequently consummated and, in each case, whether or not relating to the same Acquisition Proposal that had been made or publicly announced prior to such termination <omitted> then Bryn Mawr shall pay to WSFS an amount equal to $37,725,000 (the “Termination Fee”). <omitted>
If the Termination Fee shall be payable pursuant to subsection (i) of this Section 10.3(b), the Termination Fee shall be paid in same-day funds at or prior to the earlier of the date of consummation of such Acquisition Transaction or the date of execution of an Acquisition Agreement with respect to such Acquisition Transaction. If the Termination Fee shall be payable pursuant to subsection (ii) of this Section10.3(b), the Termination Fee shall be paid in same-day funds within two Business Days from the date of termination of this Agreement. (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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_38 | 7.3. Expenses; Termination Fee. <omitted> (b) Company Payments. (i) If (A) (1) Parent or the Company terminates this Agreement pursuant to Section 7.1(c), (2) Parent terminates this Agreement pursuant to Section 7.1(e), or (3) Parent or the Company terminates this Agreement pursuant to Section 7.1(d), (B) after the date hereof and prior to the date of such termination (except in the case of termination pursuant to Section 7.1(d), in which case prior to the Company Required Vote being obtained) an Acquisition Proposal is publicly disclosed (whether by the Company or a third party), or otherwise made known to the Company Board or Company management, and (C) within twelve months of such termination, an Acquisition Proposal is consummated or a definitive agreement in respect of an Acquisition Proposal is entered into, then, on the earlier of the date of entry into such definitive agreement and the consummation of such Acquisition Proposal, the Company shall pay to Parent an amount equal to $150,000,000 in cash (the “Company Termination Fee”); provided, however, that no Company Termination Fee shall be payable under this Section 7.3(b)(i) if, prior to the termination of this Agreement, the Acquisition Proposal described in clause (B) was irrevocably withdrawn (publicly, if it had been disclosed) unless the definitive agreement or the Acquisition Proposal described in clause (C) is with the Person who made such Acquisition Proposal described in clause (B) or an Affiliate of such Person or a group of which such Person or one of its Affiliates is a party. (Page 66) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_74 | Section 7.3 Termination Fee; Parent Termination Fee. <omitted> (b) If (i) Parent terminates this Agreement pursuant to Section 7.1(c)(i) or Parent or the Company terminates this Agreement pursuant to Section 7.1(b)(iii), (ii) prior to the date of such termination (but after the date hereof) a bona fide Acquisition Proposal is publicly announced or is otherwise communicated in writing to the Company’s Board of Directors and, in the event of a termination of this Agreement pursuant to Section 7.1(b)(iii), not withdrawn prior to the Company Shareholders Meeting, and (iii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to or otherwise consummates any Acquisition Proposal, then the Company shall pay to Parent (or its designee), by wire transfer of immediately available funds, the Termination Fee no later than two (2) Business Days after the execution of such definitive agreement or consummation of such Acquisition Proposal, as the case may be; provided, that solely for purposes of this Section 7.3(b), the term Acquisition Proposal shall have the meaning ascribed thereto in Section 5.2(c)(i), except that all references to twenty percent (20%) shall be changed to fifty percent (50%). (Page 57) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | contract_142 | 8.3 Termination Fee. (a) In the event that: <omitted> (iii) (x) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) or Section 8.1(g), (y) any Person shall have publicly disclosed an Acquisition Proposal or otherwise communicated an Acquisition Proposal to the Company Board after the Agreement Date and prior to such termination (unless withdrawn at least two (2) Business Days prior to such termination) and (z) within twelve (12) months of such termination the Company shall have (A) entered into a definitive agreement with respect to any Acquisition Proposal and such Acquisition Proposal is subsequently consummated or (B) consummated any Acquisition Proposal (provided, that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”); (Page 73) | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
main | 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 | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-6 | Deal Protection and Related Provisions |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.