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abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_96 | Section 7.3 Fees and Expenses. (a) In the event that:
<omitted>
(B) <omitted> 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 (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_95 | 8.2 Effect of Termination. <omitted> (b) Termination Fee. (i) If (A) Tyler or NIC terminates this Agreement <omitted> (C) within 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 any such Acquisition Proposal is consummated, NIC shall pay to Tyler a fee of fifty-five million dollars ($55,000,000) in cash (the “Termination Fee”). (Page 50) | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_95 | 8.2 Effect of Termination. <omitted> (b) Termination Fee. (i) If (A) Tyler or NIC terminates this Agreement <omitted> (C) <omitted> an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into (Page 50) | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_100 | 8.3. Fees and Expenses.
<omitted>
(b) Termination Fee. (i) Future Transaction. If (A) this Agreement is terminated
<omitted>
(C) <omitted> an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_107 | SECTION 9.3. Termination Fee and Expenses. <omitted> (iii) (1) this Agreement is terminated <omitted> (3) the Company or any Company Subsidiary consummates an Acquisition Proposal within 12 months after such termination or the Company or any Company Subsidiary enters into a definitive agreement within 12 months after such termination in either case to effect an Acquisition Proposal (replacing “15%” in the definition thereof with “50%”); (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_107 | SECTION 9.3. Termination Fee and Expenses. <omitted> (iii) (1) this Agreement is terminated <omitted> (3) the Company or any Company Subsidiary consummates an Acquisition Proposal <omitted> or the Company or any Company Subsidiary enters into a definitive agreement <omitted> to effect an Acquisition Proposal (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_108 | Section 7.3 Fees and Expenses. <omitted> (b) In the event that: <omitted> this Agreement is terminated <omitted> (C) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal with respect to the Company is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (C), each reference to “20% or more” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50% or more”); (Page 103) | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_108 | Section 7.3 Fees and Expenses. <omitted> (b) In the event that: <omitted> this Agreement is terminated <omitted> (C) <omitted> the Company enters into an agreement in respect of any Acquisition Proposal or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal with respect to the Company is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (Page 103) | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_110 | Section 8.4 Fees and Expense Reimbursement. <omitted>
(C) the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal within 12 months after the date this Agreement is terminated, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the earliest date of when such definitive agreement is executed or such Company Acquisition Proposal is consummated. (Page 87) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_110 | Section 8.4 Fees and Expense Reimbursement. <omitted>
(C) the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal (Page 87) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_111 | 8.3 Fees and Expenses.
<omitted>
(i) If (A) this Agreement is validly terminated <omitted> (D) within one year following 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 a Company Party enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company Parties will concurrently with the consummation of such Acquisition Transaction pay or cause to be paid to the Parent Entities (as directed by Parent I) an amount equal to $104,600,000 (the “Company Termination Fee”). (Page 91) | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_111 | 8.3 Fees and Expenses.
<omitted>
(i) If (A) this Agreement is validly terminated <omitted> (D) <omitted> either an Acquisition Transaction is consummated or a Company Party enters into a definitive agreement providing for the consummation of an Acquisition Transaction (Page 91) | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_103 | SECTION 8.2 Effect of Termination
<omitted>
(b) In the event that:
<omitted>
(ii) this Agreement is terminated
<omitted>
(B) <omitted> the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or shall have consummated an Acquisition Proposal (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_115 | Section 8.02 Fees and Expenses. <omitted> (ii) If this Agreement is terminated <omitted> (B) within twelve (12) months of such termination, the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (whether or not within such twelve (12) month period), then the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee; provided that for the purposes of this Section 8.02(b)(ii), all references in the term Takeover Proposal to “10% or more” shall be deemed to be references to “more than 50%.” If the Company Termination Fee is payable, the Company Termination Fee shall be paid upon the consummation of such Takeover Proposal by wire transfer of immediately available funds to an account designated by Parent in writing. For purposes of clause (A) of this Section 8.02(b)(ii), any Takeover Proposal deemed to have been made pursuant to the Amended and Restated Stockholder Support and Contingent Sale Agreement, dated as of August 17, 2020, by and among certain of the Company’s shareholders and the other parties thereto will be considered to have been withdrawn absent subsequent action on or after the date of this Agreement by any party thereto that would constitute a Takeover Proposal. (Page 59) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_115 | Section 8.02 Fees and Expenses. <omitted> (ii) If this Agreement is terminated <omitted> the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (Page 59) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_117 | 8.3 Expenses and Other Payments. <omitted> (d) If (i) (A) Parent or the Company terminates this Agreement <omitted> (ii) <omitted> 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 (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_120 | 8.3 Fees and Expenses. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) <omitted> 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 (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_122 | 6.3 Termination Fees. <omitted>
(b) If this Agreement is terminated by Parent or the Company <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 70
understood that, for purposes of this clause “(B),” each reference to “twenty percent (20%)” 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 Termination Fee. (Pages 74-75) | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_122 | 6.3 Termination Fees. <omitted>
(b) If this Agreement is terminated by Parent or the Company <omitted>
(ii) <omitted> 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 (Pages 74-75) | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_131 | 8.2 Effect of Termination. <omitted> (b)(i) In the event that <omitted> this Agreement is terminated <omitted> (C) <omitted> 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) (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_133 | Section 8.2. Effect of Termination. <omitted>
(d) If (A) this Agreement is terminated <omitted>
(C) <omitted> 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 (Page 74) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_134 | Section 11.05. Expenses. <omitted> (a) Termination Fees. <omitted> (iii) If <omitted> this Agreement is terminated <omitted> (C) <omitted> the Company enters into a definitive agreement with respect to an Acquisition Proposal and, at any time thereafter, consummates 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_138 | Section 11.04. Expenses. <omitted> (b) Termination Fee. <omitted> (ii) If <omitted> (A) this Agreement is terminated <omitted> (C) within 12 months after the date of such termination, the Company or one or more of its Subsidiaries enters into a definitive agreement in respect of, or the Board of Directors approves or recommends, any Acquisition Proposal, or any Acquisition Proposal is consummated (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, approval, recommendation or consummation of such Acquisition Proposal, the Termination Fee. (Page 34) | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement), Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_138 | Section 11.04. Expenses. <omitted> (b) Termination Fee. <omitted> (ii) If <omitted> (A) this Agreement is terminated <omitted> (C) <omitted> the Company or one or more of its Subsidiaries enters into a definitive agreement in respect of, or the Board of Directors approves or recommends, any Acquisition Proposal, or any Acquisition Proposal is consummated (Page 34) | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement), Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 <omitted> other than a proposal or offer by Parent or any of its Subsidiaries <omitted>
Section 7.2 Termination Fees. <omitted> (a) <omitted> if <omitted> (C) <omitted> the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated <omitted> then <omitted> the Company shall pay to Parent a fee of four hundred fifty million dollars ($450,000,000) in cash (the “Company Termination Fee”) (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | 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) 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_144 | SECTION 8.02. Effect of Termination. <omitted> (b) The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: <omitted> (B) within 12 months of such termination the Company or any of its Subsidiaries enters into an Acquisition Agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated (Page 76) | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_144 | SECTION 8.02. Effect of Termination. <omitted> (b) The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: <omitted> (B) <omitted> the Company or any of its Subsidiaries enters into an Acquisition Agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated (Page 76) | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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) <omitted> 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 (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | 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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | Deal Protection and Related Provisions |
abridged | contract_150 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> (ii) <omitted> (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (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 close during Tail Period | Tail Period & Acquisition Proposal Details | 105-7 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_49 | 8.3 Fees and Expenses. <omitted>
(b) The Company shall pay the Parent the Termination Fee in the event that this Agreement is terminated: <omitted>
(C) within twelve (12) months after the date of termination, the Company shall have consummated any Acquisition Transaction or entered into a definitive agreement with respect to an Acquisition Transaction that is thereafter consummated; (Page 51) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_6 | 7.5 Break-Up Fee. If this Agreement is terminated <omitted> within 18 months after such termination, AB or the Bank enters into an agreement, or publicly announces an intention, to engage in an Acquisition Event, or within 18 months after such termination an Acquisition Event occurs, then AB will promptly following such entry, announcement, or occurrence pay to GBCI the Break-Up Fee. (Page 51) | Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement), Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement) | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_10 | Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (B) within twelve (12) months after such termination, any Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to any Company Acquisition Proposal that is subsequently consummated (Page 88) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_115 | Section 8.02 Fees and Expenses. <omitted> (ii) If this Agreement is terminated <omitted> (B) within twelve (12) months of such termination, the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (whether or not within such twelve (12) month period), then the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee; provided that for the purposes of this Section 8.02(b)(ii), all references in the term Takeover Proposal to “10% or more” shall be deemed to be references to “more than 50%.” If the Company Termination Fee is payable, the Company Termination Fee shall be paid upon the consummation of such Takeover Proposal by wire transfer of immediately available funds to an account designated by Parent in writing. For purposes of clause (A) of this Section 8.02(b)(ii), any Takeover Proposal deemed to have been made pursuant to the Amended and Restated Stockholder Support and Contingent Sale Agreement, dated as of August 17, 2020, by and among certain of the Company’s shareholders and the other parties thereto will be considered to have been withdrawn absent subsequent action on or after the date of this Agreement by any party thereto that would constitute a Takeover Proposal. (Page 59) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_3 | SECTION 9.03 Fees and Expenses. <omitted> (a) If this Agreement shall be terminated:
( i ) (A) (x) by the Company or Parent pursuant to Section 9.01(b)(ii), (y) by Parent pursuant to Section 9.01(c)(i) (and only in circumstances where the Company Stockholders’ Meeting has not been held) or Section 9.01(c)(iii) or (z) by the Company pursuant to Section 9.01(d)(i) (and only in circumstances where the Company Stockholders’ Meeting has not been held), (B) after the date of this Agreement an Acquisition Proposal shall have been (x) publicly made (in the case of clauses (A)(x), (A)(y) or (A)(z)),
73 or (y) made known to the Company Board (in the case of clauses (A)(y) or (A)(z) only), and not withdrawn prior to (i) the Company Stockholders’ Meeting (if the Company Stockholders’ Meeting was held) or (ii) such termination (if the Company Stockholders’ Meeting was not held) and (C) within twelve (12) months following the Termination Date the Company consummates a transaction contemplated by any such Acquisition Proposal or that would have otherwise constituted an Acquisition Proposal if announced or made known to the Company Board prior to the Termination Date, then, the Company shall pay to Parent (or its designee) the amount of $30,000,000 (the “Company Termination Fee”) in accordance with Section 9.03(b); (Page 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_121 | Section 9.3 Fees and Expenses. <omitted> (b) In the event that: (i) (A) (I)(x) this Agreement is terminated by Company or Parent pursuant to Section 9.1(b)(i) or by Parent pursuant to Section 9.1(c)(i), and after the date hereof and (in the case of termination pursuant to Section 9.1(c)(i)) prior to the breach giving rise to such right of termination, a Company Acquisition Proposal (with, for all purposes of this Section 9.3(b)(i), all percentages included in the definition of “Company Acquisition Proposal” increased to 50%) has been announced, disclosed, or otherwise communicated or made known (whether or not publicly) to the Company Board or made known publicly to Company’s stockholders, or any Person shall have publicly announced an intention (whether or not conditional) to make such a Company Acquisition Proposal, or (y) this Agreement is terminated by Company or Parent pursuant to Section 9.1(b)(iii), and prior to the Company Stockholder Meeting, a Company Acquisition Proposal has been publicly announced, disclosed, or otherwise communicated or made known to the Company Board or to Company’s stockholders or any Person shall have publicly announced, disclosed or otherwise communicated or made known an intention (whether or not
121
conditional) to make such a Company Acquisition Proposal, and in each such case in this clause (y), such Company Acquisition Proposal or intention has not been irrevocably withdrawn publicly, and (II) within twelve (12) months after the date of such termination referred to in this Section 9.3(b)(i), a transaction in respect of a Company Acquisition Proposal is consummated or Company enters into a definitive agreement in respect of a Company Acquisition Proposal that is later consummated;
<omitted>
Subject to Section 9.3(f) and(g), payment of the Company Termination Fee or Parent Expense Base Amount, as applicable, shall be made bywire transfer of same day funds to the account or accounts designated by Parent (i) at the time of consummation of any transaction contemplated by aCompany Acquisition Proposal, in the case of a Company Termination Fee payable pursuant to Section 9.3(b)(i)(A), (ii) as promptly as reasonablypracticable after termination (and, in any event, within two (2) Business Days thereof), in the case of a Company Termination Fee payable pursuant toSection 9.3(b)(i)(B), (iii) at the time of termination, in the case of a Company Termination Fee payable pursuant to Section 9.3(b)(i)(C) and as a condition tothe effectiveness of such termination, as set forth in Section 9.1(d)(iii), and (iv) as promptly as reasonably practicable after termination (and, in any event,within two (2) Business Days after receipt of documentation evidencing the Parent Expense Base Amount), in the case of the Parent Expense Base Amountpayable pursuant to Section 9.3(b)(ii). (Page 61) | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_151 | (b) Company Payments. ( i ) Future Transactions . If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g); (B) 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(g), an Acquisition Proposal has been publicly announced or publicly disclosed (and not publicly withdrawn prior to the termination of the Agreement as described in clause (A)); and (C) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g), as applicable, 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 concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent an amount equal to the Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b), which Schedule may be updated by written notice by Parent from time to time). (Page 88) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_65 | Section 12.04 Expenses <omitted> (b) Termination Fee. <omitted> (ii) If (A) this Agreement is terminated (x) by Parent or the Company pursuant to Section 11.01(b)(i) (End Date) and at such time the conditions set forth in clause (B) of Annex I shall have been satisfied or (y) by Parent pursuant to Section 11.01(c)(ii) (Other Breach), (B) after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors and shall have become publicly known, and, in either case, such Acquisition Proposal has not been unconditionally withdrawn prior to such termination and (C) within 12 months following the date of such termination, the Company or any of its Subsidiaries shall have entered into a definitive agreement with respect to or recommended to its stockholders an Acquisition Proposal which Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “25%” 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, prior to or concurrently with such consummation, the Termination Fee. (Page 37) | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_59 | Section 7.3 Fees and Expenses. <omitted> (b) Company-Paid Termination Fee (i) In the event that: <omitted> (1) this Agreement is terminated <omitted> (B) within twelve months after such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is ultimately consummated) <omitted> then, in any such case, the Company shall pay Parent a termination fee of $25,000,000 (the “Company-Paid Termination Fee”). (Page 65) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_123 | SECTION 9.2 Effect of Termination. <omitted> (b) In the event that: <omitted> (B) within nine (9) months after such termination, the Company or any of its subsidiaries shall have entered into a definitive agreement with respect to any Acquisition Proposal that is later consummated, or shall have consummated any Acquisition Proposal, then, in any such event, the Company shall pay to Parent the Company Termination Payment (Page 77) | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_69 | 9.5. Notice of Termination; Effect of Termination.
<omitted>
(c) The Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, if this Agreement is terminated: (i) by either the Company or Parent pursuant to Section 9.2(a) (Outside Date) or Section 9.2(b) (Requisite Company Vote Not Obtained) and, in each case, (A) after the date of this Agreement an Acquisition Proposal (substituting fifty percent (50%) for the twenty-five percent (25%) threshold set forth in the definition of “Acquisition Proposal”) (a “Qualifying Transaction”) shall have been made to the Company, the Company Board or the Company’s stockholders or publicly announced or publicly proposed prior to, and not withdrawn at least five (5) Business Days prior to, the Company Shareholders Meeting, and (B) within twelve (12) months after any such termination the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, then the Company shall promptly pay such Company Termination Fee to Parent, but in no event later than two (2) Business Days after, and subject to, the consummation of such Qualifying Transaction; (Page 91) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_5 | Section 10.03 Termination Payment. <omitted> (b) If (i) this Agreement is terminated <omitted> (iii) on or prior to the twelve-month anniversary of such termination of this Agreement: (A) a transaction constituting a Company Acquisition Proposal is consummated; or (B) a definitive agreement relating to a Company Acquisition Proposal is entered into by the Company or any of its Affiliates (in each case, whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced), then, the Company shall pay to Parent (or its designee) by way of compensation the Company Termination Payment no later than the consummation of such Company Acquisition Proposal; (Page 103) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_76 | Section 7.3 Termination Fees.
(a) Company Termination Fee.
(i) If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the -89-
Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination in the case of clause (A) above, within three Business Days after such termination in the case of clause (B) above, or within three Business Days after the consummation of such Company Qualifying Transaction in the case of clause (C) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (Pages 94-95) | Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period | 0 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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 sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_26 | 8.3 Fees and Expenses.
<omitted>
(b) Company Payments.
<omitted>
(i) If (A) this Agreement is validly terminated pursuant to (x) Section 8.1(c) at a time when the Requisite Stockholder Approval has not been obtained and the conditions set forth in Section 7.1(b) or Section 7.1(c) (to the extent due to an injunction relating to Antitrust Laws that constitute Required Approvals or Required Investment Screening Laws) have not been satisfied (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the limitations set forth in Section 8.1(c)(i) or Section 8.1(c)(ii)) or Section 8.1(d) or (y) by Parent pursuant to Section 8.1(e) (each, an “Applicable Termination”); (B) following the execution and delivery of this Agreement and prior to an Applicable Termination, an Acquisition Proposal has been publicly announced or disclosed (and, solely with respect to a termination pursuant to Section 8.1(d), such Acquisition Proposal has not been publicly withdrawn or otherwise publicly abandoned at least five (5) Business Days prior to the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Merger); and (C) within twelve (12) months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will substantially concurrently with the earlier of the execution of such definitive agreement and the consummation of such Acquisition Transaction, pay to Parent (or its designee(s)) an amount equal to $171,734,000.00 (the “Company Termination Fee”), in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. (Page 77) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_148 | Section 7.2 Effect of Termination. <omitted> (b) Company Termination Fee. <omitted> (ii) In the event that this Agreement is terminated <omitted> (B) within 12 months of the date of any termination referred to in clause (A) the Company enters into an Acquisition Agreement with respect to, or consummates, any Acquisition Proposal (provided that for purposes of this Section 7.2(b)(ii), the references to “15%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”), then the Company shall, within two Business Days of the earlier of the date such Acquisition Proposal is consummated or any such Acquisition Agreement is entered into, pay to Parent by wire transfer of immediately available funds to an account designated by Parent the Company 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_116 | Section 8.4 Fees and Expense Reimbursement.
(a) In the event that (A) prior to the termination of this Agreement, a Company Acquisition Proposal is publicly submitted, publicly proposed, publicly disclosed or otherwise communicated to the Company Board prior to, and not withdrawn at the date of termination of this Agreement, (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(e) (Outside Date) or Section 8.1(f) (Failure to Obtain Company Stockholder Approval) or by Parent pursuant to Section 8.1(c) (Company Breach) and (C) within twelve (12) months after the date this Agreement is terminated, the Company consummates a Company Acquisition Proposal or enters into a definitive agreement providing for the consummation of a Company Acquisition Proposal, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the consummation of such Company Acquisition Proposal. (Page 73) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_20 | Section 9.3 Expenses and Other Payments. <omitted> (d) If (i) (A) either the Company or Parent terminates this Agreement pursuant to Section 9.1(b)(iv) (Failure to Obtain Company Stockholder Approval) or (B) Parent terminates this Agreement pursuant to Section 9.1(b)(iii) (Company Terminable Breach), (ii) on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed or otherwise publicly communicated to the Company Board or the Company Stockholders (and such Company Competing Proposal shall not have been publicly withdrawn on a bona fide basis without qualification (x) at least three (3) Business Days prior to the Company Stockholders Meeting (with respect to a termination pursuant to Section 9.1(b)(iv)) or (y) prior to the date of any such termination (with respect to a termination pursuant to Section 9.1(b)(iii)), and (iii) within 12 months after the date of such termination, the Company or any Subsidiary of the Company enters into a definitive agreement with respect to any Company Competing Proposal or consummates any Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 9.3(c). (Pages 80-81) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_87 | Section 10.3 Fees and Expenses. <omitted>
(c) If <omitted> this Agreement is terminated <omitted>
(iii) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive written agreement with any Person with respect to such Acquisition Proposal, then the Company shall pay to Nicolet, within two (2) Business Days after execution of such definitive written agreement, the Termination Fee by wire transfer of immediately available funds to such account as Nicolet shall designate. (Page 52) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
main | contract_27 | Section 7.3 Termination Fee; Expenses.
(a) If this Agreement is terminated:
<omitted>
(C) within 12 months of the termination of this Agreement, the Company or any of its Subsidiaries enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Company Takeover Proposal with a third party; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two Business Days of such termination, or in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the entry into a definitive agreement with respect to the transactions contemplated by such Company Takeover Proposal and the consummation of such transactions (Page 96) | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | 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) | 1 | Acquisition Proposal Timing-Answer | Same Acquisition Proposal - Must sign during Tail Period (no closing requirement) | Tail Period & Acquisition Proposal Details | 105-8 | Deal Protection and Related Provisions |
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