data_type stringclasses 3 values | contract_name stringclasses 153 values | text stringlengths 30 16.8k | answer stringclasses 228 values | label int64 0 9 | question stringclasses 92 values | subquestion stringclasses 52 values | text_type stringclasses 22 values | id stringclasses 144 values | category stringclasses 7 values |
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abridged | contract_64 | Section 6.2 Effect of Termination; Termination Fees. <omitted> (b) In the event that: <omitted> (ii) this Agreement is validly terminated <omitted> (B) within 12 months after such termination, the Company enters into a definitive Contract with respect to an Acquisition Proposal or consummates an Acquisition Proposal (which need not be the same Acquisition Proposal that was made, announced or publicly known prior to the termination of this Agreement) (provided that for all purposes of this Section 6.2(b)(ii), the term Acquisition Proposal shall have the meaning assigned to such term in Exhibit A, except that the references to “15%” shall be deemed to be references to 50%), then the Company shall pay to Parent the Termination Fee concurrently with entering into a definitive Contract or the consummation of such Acquisition Proposal. (Page 29) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_64 | Section 6.2 Effect of Termination; Termination Fees. <omitted> (b) In the event that: <omitted> (ii) this Agreement is validly terminated <omitted> (B) <omitted> the Company enters into a definitive Contract with respect to an Acquisition Proposal or consummates an Acquisition Proposal (which need not be the same Acquisition Proposal that was made, announced or publicly known prior to the termination of this Agreement) (Page 29) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_73 | 8.3 Expenses; Termination Fees.
<omitted>
(d) If: (i) this Agreement is terminated
<omitted>
(iii) <omitted> 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 (Page 99) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_79 | 8.3 Expenses and Other Payments. <omitted> (f) If <omitted> (ii) within twelve (12) months after the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to a Company Alternative Transaction or consummates a Company Alternative Transaction (with any reference in the definition of Company Alternative Transaction to “20%” deemed to be a reference to “50%”), then immediately prior to or concurrently with the occurrence of either of the events described in the foregoing clauses, the Company shall pay Parent the Company Termination Fee (less any amount previously paid by the Company pursuant to Section 8.3(h)) in cash by wire transfer of immediately available funds to an account designated by Parent. (Page 72) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_79 | 8.3 Expenses and Other Payments. <omitted> (f) If <omitted> (ii) <omitted> the Company or any of its Subsidiaries enters into a definitive agreement with respect to a Company Alternative Transaction or consummates a Company Alternative Transaction (Page 72) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_80 | Section 7.3.Expenses; Termination Fee. <omitted> (b) If: (i)(A) this Agreement is terminated by Parent or the Company <omitted> (C) within 12 months after such termination, the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an
Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated (with all references to “15%” in the definition of Acquisition Proposal being treated as “50%” for purposes of this clause (C)); (Pages 34-35) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_80 | Section 7.3.Expenses; Termination Fee. <omitted> (b) If: (i)(A) this Agreement is terminated by Parent or the Company <omitted> the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an
Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated
<omitted>
then, in the case of each of clauses (i) through (iv), the Company shall pay to Parent (or Parent’s designee), in cash at the time specified in the next sentence, a termination fee in the amount of $12,900,000 (the “Termination Fee”). Any Termination Fee shall be paid by the Company: (I) in the case of Section 7.3(b)(i), immediately prior to or concurrently with the occurrence of either of the applicable events described in clause (C) thereof; (II) in the case of Section 7.3(b)(ii) or in the case of a termination by Parent as provided in Section 7.3(b)(iii), no later than two (2) Business Days following termination of this Agreement; (III) in the case of a termination by the Company as provided in Section 7.3(b)(iii), concurrently with such termination; and (IV) in the case of Section 7.3(b)(iv), concurrently with, and as a condition to the effectiveness of, the termination of this Agreement pursuant to Section 7.1(g). (Pages 34-35) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_90 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> (ii) on or prior to the date that is twelve months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause “(B),” each reference to “25%” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “50%”), then, within two Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (Page 69) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_90 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <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 (Page 69) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_85 | SECTION 8.3 Termination Fee. (a) The Company shall pay to Parent the Company Termination Fee if: <omitted>
(C) <omitted> the Company enters into a definitive Contract to consummate any Company Acquisition Proposal or any Company Acquisition Proposal is consummated (Page 65) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_113 | Section 8.5. Effect of Termination.
<omitted>
(b) In the event that:
<omitted>
(iii) (A) this Agreement is terminated
<omitted>
(C) within twelve (12) months after such termination, the Company enters into an Alternative Acquisition Agreement with respect to an Acquisition Proposal (and the transactions contemplated by such Acquisition Proposal are subsequently consummated) or the Acquisition Proposal is consummated (provided, that, for purposes of clause (C) of this Section 8.5(b)(iii), references to “20%” in the definition of Acquisition Proposal will be substituted for “50%”);
Then, in any such case, the Company shall pay Parent a termination fee of $30,000,000.00, (Page 58) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
abridged | contract_113 | Section 8.5. Effect of Termination.
<omitted>
(b) In the event that:
<omitted>
(iii) (A) this Agreement is terminated
<omitted>
(C) <omitted> the Company enters into an Alternative Acquisition Agreement with respect to an Acquisition Proposal (and the transactions contemplated by such Acquisition Proposal are subsequently consummated) or the Acquisition Proposal is consummated (Page 58) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | No | Tail Period & Acquisition Proposal Details | 107-0 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.1 Termination. This Agreement may be terminated, <omitted> (d) by either Parent or the Company, if the Merger shall not have been consummated by 5:00 p.m., New York time, on January 20, 2022 (the “Outside Date”); <omitted>
Section 7.3 Company Termination Fee and Expense Reimbursement. (a) If: <omitted>
(ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) (and at the time of such termination, the Company Stockholder Meeting shall not have been held) <omitted> (and at the time of such termination, the Company Stockholder Meeting shall not have been held) <omitted> ; provided, that, in the case of this clause (ii), that (A) an Acquisition Proposal shall have been publicly announced or made publicly known (or, in the case of such a termination pursuant to Section 7.1(d), shall have been otherwise made known to the Company Board) after the date of this Agreement and shall not have been withdrawn <omitted> without qualification at least four Business Days prior to <omitted> such termination (in the case of such a termination pursuant to Section 7.1(d)) and (B) within 12 months of the date this Agreement is so terminated, (x) the Company enters into a definitive agreement providing for an Acquisition Proposal, or (y) an Acquisition Proposal is consummated; provided, that for purposes of this Section 7.3(a)(ii), all references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”, then, in either the case of clause (i) or clause (ii) of this Section 7.3(a), the Company shall pay to Parent (or its designee), in cash, a payment in an amount equal to the Company Termination Fee in the case of Section 7.3(a) (i), as promptly as practicable (and, in any event, within two Business Days following such termination) and (B) in the case of Section 7.3(a)(ii), at or prior to the first to occur of (x) the entry into a definitive agreement providing for an Acquisition Proposal referred to therein and (y) the consummation of an Acquisition Proposal referred to therein. (Page 32) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_42 | Section 9.04 Fees and Expenses. <omitted> (b) In the event that: <omitted> (iii) this Agreement is terminated pursuant to Section 8.01(b) (provided that the Stockholder Approval shall not have been obtained), Section 8.01(d) or Section 8.01(e) and (A) prior to the date of termination (in the case termination pursuant to Section 8.01(b) or Section 8.01(e)) or the date of the Stockholder Meeting (in the case of termination pursuant to Section 8.01(d)) an Acquisition Proposal is made to the Company or made to the Company’s stockholders or is otherwise publicly disclosed or made known and (B) within twelve months after the date of such termination, the Company either (1) enters into a definitive agreement in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above) or (2) consummates any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above); provided that for purposes of this subsection (iii), each reference to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50%”; then the Company shall pay Parent (or its designee) the Company Termination Fee by wire transfer of same-day funds <omitted> (z) in the case of Section 9.04(b)(iii), substantially concurrently with the earlier of the execution of a definitive agreement with respect to an Acquisition Proposal or the consummation of such Acquisition Proposal, as applicable. (Page 81) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub):
<omitted>
(b) by either Parent or the Company:
<omitted>
(iii) if the Effective Time shall not have occurred on or before April 7, 2021 (as such date may be extended pursuant to the first proviso of this Section 7.1(b)(iii), the “Outside Date”);
<omitted>
Section 7.3 Fees and Expenses. (a) In the event that: (i) (A) prior to the receipt of the Company Stockholder Approval, a Company Competing Proposal shall have been publicly disclosed or shall have become publicly known and not withdrawn and (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 <omitted> Section 7.1(b)(iii)<omitted> then <omitted> 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_109 | 8.2 Effect of Termination. <omitted> (b) (i) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by wire transfer of same-day funds, a fee equal to two hundred and eighty million dollars ($280,000,000) (the “Termination Fee”); (Page 71) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_126 | Section 8.2. Effect of Termination. <omitted> (i) If (A) Parent or the Company terminates this Agreement <omitted> (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date any such Acquisition Proposal is consummated and (y) the date of entry in any such definitive agreement, the Company shall pay to Parent a fee of nine hundred million dollars ($900,000,000) in cash (the “Termination Fee”). (Page 86) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_127 | SECTION 7.03. Termination Fees. (a) In the event that:
(i) (A) this Agreement is terminated by the Company or Parent pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii), (B) a bona fide Takeover Proposal shall have been publicly made, publicly proposed or otherwise publicly communicated to the Company or shall have otherwise become publicly known after the date of this Agreement (x) in the case of a termination pursuant to Section 7.01(b)(i), prior to the date of such termination or (y) in the case of a termination pursuant to Section 7.01(b)(iii), prior to the date of the Stockholders Meeting, and (C) within twelve months of the date this Agreement is so terminated, the Company (1) enters into a Company Acquisition Agreement with any Person or Persons with respect to any Takeover Proposal or (2) consummates any Takeover Proposal; provided that (I) for purposes of clauses (B) and (C) of this Section 7.03(a)(i), the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%”, and (II) for clarity, for purposes of clause (C) of this Section 7.03(a)(i), a confidentiality agreement or nondisclosure agreement shall not constitute a “Company Acquisition Agreement”; or <omitted>
then, in any such event under clause (i) or (ii) of this Section 7.03(a), the Company shall pay the Company Termination Fee to Parent or its designee by wire transfer of same day funds (x) in the case of Section 7.03(a)(ii)(A), within two business days after such termination, (y) in the case of Section 7.03(a)(ii)(B), prior to or concurrently with such termination or (z) in the case of Section 7.03(a)(i), within two business days after the entry into the Company Acquisition Agreement referred to in clause (C)(1) thereof or the consummation of the Takeover Proposal referred to in clause (C)(2) thereof, as applicable; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (Page 62) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.1
Termination
.
This Agreement may be terminated prior to the Effective Time, whether
before or after adoption of this
Agreement by East Stockholders or approval of the
Central Proposal by the Central Stockholders, in the following
circumstances:
<omitted>
(b) by either Central or East if:
(i) the Merger shall not have been consummated on or prior to March 26, 2021 (the “Termination Date”);
<omitted>
Section 7.3 Expenses; Termination Fees.
<omitted>
(b) Termination Fee.
<omitted>
(iii) In the event that (A) prior to the East Stockholders’ Meeting, an Acquisition Proposal with respect to East is publicly proposed or publicly disclosed after the date of this Agreement , (B) this Agreement is terminated by Central or East pursuant to Section 7.1(b)(i) [Termination Date] <omitted> and (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 <omitted> 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_19 | Section 8.2 Effect of Termination. <omitted> (b) Termination Fees. (i) If (A) Parent or the Company terminates this Agreement <omitted> (C) (1) any Competing Proposal is consummated within twelve (12) months of such termination or (2) the Company enters into a definitive agreement providing for a Competing Proposal within twelve (12) months of such termination, then the Company shall pay to Parent a fee of $127,400,000 in cash (the “Company Termination Fee”) concurrently with the occurrence of the applicable event described in clause (C)(1) or clause (C)(2). (Page 36) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_17 | 8.2 Effect of Termination.
<omitted>
(b) (i) In the event that <omitted> this Agreement is terminated <omitted> and <omitted>
(B) prior to the date that is twelve (12) months after the date of such termination, CIT enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then CIT shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay BancShares, by wire transfer of same-day funds, a fee equal to $64,000,000 (the “Termination Fee”); (Page 69) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_112 | 8.02 Effect of Termination and Abandonment; Enforcement of Agreement. <omitted>
(b) In the event that: <omitted> this Agreement is terminated <omitted>
(B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Premier Financial enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Premier Financial shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), a fee equal to $11,000,000 (the “Termination Fee”); (Page 69) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.3 Fees and Expenses. <omitted> (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), <omitted> and (2) within twelve (12) months after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into (provided that for purposes of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasion. (Page 78) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 9.1 Termination. <omitted> (d) By Buyer or SB in the event that the Merger shall not have been consummated by March 31, 2022 <omitted>
9.3 Termination Fee. <omitted>
(b) In the event that (i) an Acquisition Proposal with respect to SB shall have been publicly communicated to or otherwise publicly made known to the shareholders, senior management, or board of directors of SB, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to SB after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by SB or Buyer pursuant to Section 9.1(d) (only if the Requisite SB Shareholder Approval has not theretofore been obtained), <omitted> and (iii) prior to the date that is 12 months after the date of such termination, SB consummates an Acquisition Transaction or enters into an Acquisition Agreement, then SB shall on the earlier of the date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Buyer a fee equal to the Termination Fee in same day funds. (Pages 26-27) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_18 | 8.2 Effect of Termination. <omitted>
(b) (i) In the event that <omitted> this Agreement is terminated <omitted>
(B) prior to the date that is twelve (12) months after the date of such termination, Cadence enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Cadence shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay BancorpSouth, by wire transfer of same- day funds, a fee equal to $118,000,000 (the “Termination Fee”); provided, that for purposes of this Section 8.2(b)(i), all references in the definition of Acquisition Proposal to “twenty-five percent (25%)” shall instead refer to “fifty percent (50%).” (Page 82) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 9.2. Termination by Either the Company or Parent. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by either the Company or Parent if: (a) the transactions contemplated by this Agreement shall not have been consummated by 5:00 p.m. (New York City time) on June 1, 2022 (the “Outside Date”); <omitted>
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) <omitted> 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_14 | 8.2 Effect of Termination. (a) In the event of termination of this Agreement <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Boston Private enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Boston Private shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay SVB Financial, by wire transfer of same day funds, a fee equal to $36,000,000 (the “Termination Fee”); (Page 80) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_44 | 11.2. Effect of Termination. <omitted> 11.2.2. If this Agreement is terminated, <omitted> (D) (i) In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been communicated to or otherwise made known to the Board of Directors or senior management of DCB or shall have been made directly to the shareholders of DCB or any Person shall have publicly announced (and not withdrawn at least two (2) business days prior to the DCB Meeting) an Acquisition Proposal, in each case with respect to DCB and (A) (x) thereafter this Agreement is terminated by either DCB or Bridge Bancorp pursuant to Section 11.1.4 without the Requisite DCB Vote having been obtained (and all other conditions set forth in Section 9.1 and Section 9.2 were satisfied or were capable of being satisfied prior to such termination) or (y) thereafter this Agreement is terminated by Bridge Bancorp pursuant to Section 11.1.2 or 11.1.3 as a result of a willful breach, and (B) prior to the date that is twelve (12) months after the date of such termination, DCB enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then DCB shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Bridge Bancorp the Termination Fee by wire transfer of same-day funds; provided, that for purposes of this Section 11.2.2, all references in the definition of Acquisition Proposal to ‘twenty-five percent (25%)” shall instead refer to “fifty percent (50%).” (Page 84) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 10.1 Termination of Agreement. This Agreement may be terminated only as set forth below, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or Nicolet: <omitted>
(e) by Nicolet or the Company, if the Effective Time shall not have occurred at or before April 12, 2022 (the “Termination Date”); <omitted>
Section 10.3 Fees and Expenses. <omitted>
(c) If (i) any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company after the date of this Agreement, (ii) thereafter this Agreement is terminated by the Company or Nicolet pursuant to (A) Section 10.1(e) (if the Company Shareholder Approval has not theretofore been obtained) <omitted> then the Company shall pay to Nicolet, within two (2) Business Days after execution of such definitive written agreement, the Termination Fee (Page 52) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_2 | Section 9.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated pursuant to Section 9.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the second proviso of Section 9.1(b)(i)) as a result of the failure to satisfy the Minimum Condition, (y) after the Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement and (z) within twelve (12) months of such termination, the Company shall have
consummated an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “a material portion” and “10% or more” in the definition of “Acquisition Proposal” shall be deemed to be references to “51% or more”); then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid, to Parent the Termination Fee (Pages 34-35) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_41 | Section 7.02 Effect of Termination. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) concurrently with or within twelve (12) months after the date of any such termination, (1) the Company or any Company Subsidiary enters into a definitive agreement to effect any Competing Proposal (regardless of when made or the counterparty thereto) with an aggregate equity purchase price (after giving effect to any reductions thereof for Indebtedness or similar adjustments) greater than the Aggregate Merger Consideration or (2) any Competing Proposal is consummated (regardless of when made or the counterparty thereto), then the Company shall pay to Parent or its designee the Company Termination Fee (I) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is the same person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then concurrently with the earlier of (a) the date of execution of any such definitive agreement and (b) the consummation of such Competing Proposal or (II) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is not the person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then the date of the consummation of such Competing Proposal. (Page 35) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_117 | 8.3 Expenses and Other Payments. <omitted> (d) If (i) (A) Parent or the Company terminates this Agreement <omitted> (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Competing Proposal) or consummates a Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(c). (Page 84) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | SECTION 6.06. Fees and Expenses. <omitted> (b) In the event that: <omitted>
(ii) this Agreement is terminated by the Company or Parent pursuant to Section 8.01(b)(i) <omitted>; provided that (A) a Company Takeover Proposal shall have been publicly made, proposed or communicated by a third party after the date of this Agreement and (x) before the time this Agreement is terminated in the case of a termination under Section 8.01(b)(i) <omitted>and (B) within 12 months of the date this Agreement is terminated, the Company enters into a definitive agreement with respect to a Company Takeover Proposal or a Company Takeover Proposal is consummated (in each case, whether or not such Company Takeover Proposal was the same Company Takeover Proposal referred to in clause (A)); provided that, for purposes of clauses (A) and (B) of this Section 6.06(b)(ii), the references to “15% or more” in the definition of Company Takeover Proposal shall be deemed to be references to “more than 50%”; <omitted>
then, in any such event under clause (i) or (ii) of this Section 6.06(b), the Company shall pay, or cause to be paid, the Company Termination Fee to Parent o r its designee by wire transfer of same-day funds <omitted>
SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Company Shareholder Approval: <omitted> (b) by either the Company or Parent:
(i) if the Merger is not consummated on or before the End Date. The “End Date” shall mean the date that is fifteen (15) months after the date hereof; (Page 47) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_125 | Section 11.4 Expenses and Termination Fee. <omitted> (b) Termination Fee. <omitted> (iii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 10.1(b)(i), Section 10.1(b)(iii) or Section 10.1(e)(i); provided that in the case of termination by the Company pursuant to Section 10.1(b)(i), the failure of the Merger to be consummated by the End Date did not result from a breach by Parent of any provision of this Agreement for which the Company could have validly terminated this Agreement pursuant to Section 10.1(f), (B) after the date of this Agreement and (x) prior to such termination in the case of a termination pursuant to Section 10.1(b)(i) or Section 10.1(e)(i) or (y) prior to the Company Stockholder Meeting in the case of a termination pursuant to Section 10.1(b)(iii), an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors of the Company or its stockholders and, in either case, not withdrawn, and (C) within twelve (12) months following the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement providing for, or consummates, 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 immediately prior to or currently with the entry into such definitive agreement, the Company shall pay to Parent by wire transfer of immediately available funds to an account designated in writing by Parent, the Termination Fee. (Page 70) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_118 | (iii) (A) by the Company or Parent pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii) or by Parent pursuant to Section 7.1(d)(i) and (B)(x) a Company Acquisition Proposal shall have been received by the Company or its Representatives or any Person shall have publicly proposed or publicly announced an intention (whether or not conditional) to make a Company Acquisition Proposal (and, in the case of a
termination pursuant to Section 7.1(b)(iii), such Company Acquisition Proposal or publicly proposed or announced intention shall have been made prior to the Company Shareholders’ Meeting) and (y) within twelve (12) months after a termination referred to in this Section 7.3(b)(iii) the Company enters into a definitive agreement relating to, or consummates, any Company Acquisition Proposal (with, for purposes of this clause (y), the references to “15%” in the definition of “Company Acquisition Proposal” being deemed to be references to “50%”), (Pages 39-40) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_74 | Section 7.3 Termination Fee; Parent Termination Fee. <omitted> (b) If (i) Parent terminates this Agreement pursuant to Section 7.1(c)(i) or Parent or the Company terminates this Agreement pursuant to Section 7.1(b)(iii), (ii) prior to the date of such termination (but after the date hereof) a bona fide Acquisition Proposal is publicly announced or is otherwise communicated in writing to the Company’s Board of Directors and, in the event of a termination of this Agreement pursuant to Section 7.1(b)(iii), not withdrawn prior to the Company Shareholders Meeting, and (iii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to or otherwise consummates any Acquisition Proposal, then the Company shall pay to Parent (or its designee), by wire transfer of immediately available funds, the Termination Fee no later than two (2) Business Days after the execution of such definitive agreement or consummation of such Acquisition Proposal, as the case may be; provided, that solely for purposes of this Section 7.3(b), the term Acquisition Proposal shall have the meaning ascribed thereto in Section 5.2(c)(i), except that all references to twenty percent (20%) shall be changed to fifty percent (50%). (Page 57) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_124 | 9.3 Termination Fee. <omitted> (b) In the event that (i) an Acquisition Proposal with respect to SB shall have been communicated to or otherwise made known to the shareholders, senior management, or board of directors of SB, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to SB after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by SB or Buyer pursuant to Section 9.1(d) (only if the Requisite SB Shareholder Approval has not theretofore been obtained), (B) by Buyer pursuant to Section 9.1(e), or (C)
by SB or Buyer pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is 12 months after the date of such termination, SB consummates an Acquisition Transaction or enters into an Acquisition Agreement, then SB shall on the earlier of the date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Buyer a fee equal to the Termination Fee in same day funds. (Pages 26-27) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_104 | SECTION 6.06.
Fees and Expenses.
<omitted>
(b) In the event that:
<omitted>
(iii) <omitted>
(B) within 12 months of such termination (1) any transaction included within the definition of Company Takeover Proposal is consummated or (2) the Company enters into a definitive agreement providing for the consummation of any transaction within the definition of Company Takeover Proposal, in each case whether or not involving the same Company Takeover Proposal or the Person or group making the Company Takeover Proposal referred to in this Section 6.06(b)(iii); provided that for purposes of clause (B), the term “Company Takeover Proposal” shall have the meaning assigned to such term in Section 9.03, except that all references to “20%” in such definition shall be deemed references to “50.1%”, (Page 68) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 10.01. Termination. This Agreement may be terminated <omitted> (b) by either the Company or Parent, if: (i) the Acceptance Time shall not have occurred on or by one minute after 11:59 p.m. (New York City Time) on July 2, 2021 ( <omitted> “Outside Date” ) <omitted> Section 11.05. Expenses. <omitted> (a) Termination Fees. <omitted> (iii) If (A) after the date of this Agreement, a bona fide Acquisition Proposal shall have been publicly made to the Company or shall have been publicly made directly to the stockholders of the Company generally or shall have otherwise become publicly known (and, in any such case, such Acquisition Proposal is not withdrawn prior to the Offer Expiration Time), (B) thereafter, this Agreement is terminated by Parent or the Company pursuant t o Section 10.01(b)(i) (but only if at such time Parent would not be prohibited from terminating this Agreement pursuant to Section 10.01(b)) <omitted> then the Company shall pay to Parent the Company Termination Fee (Page 41) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 10.01. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company): <omitted>
(b) by either the Company or Parent, if: (i) the Merger has not been consummated on or before September 30, 2021 (the “End Date”); <omitted>
Section 11.04. Expenses. <omitted> (b) Termination Fee. <omitted>
(ii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 10.01(b)(i) <omitted> and (B) after the date of this Agreement and prior to such termination, a bona fide Acquisition Proposal shall have been publicly announced and not withdrawn (1) at least five (5) Business Days prior to the date of termination, with respect to any termination and abandonment pursuant to Section 10.01(b)(i) <omitted> and (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. (Pages 78-79) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.3 Expenses; Termination Fees. <omitted> (b) Termination Fee. <omitted> (iii) In the event that (A) prior to the Lambda Stockholders’ Meeting (or, if earlier, the receipt of Lambda Stockholder Approval) and after the date of this Agreement, an Acquisition Proposal with respect to Lambda is publicly proposed or publicly disclosed or otherwise disclosed to the Lambda Board after the date of this Agreement and not withdrawn prior to the Lambda Stockholders’ Meeting, (B) this Agreement is terminated by Pi or Lambda pursuant to Section 7.1(b)(i) [Termination Date], <omitted> and (C) concurrently with or within nine (9) months after any such termination described in clause (B), Lambda or any of the Lambda Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition 88
Proposal with respect to Lambda (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 Lambda shall pay to Pi the Lambda 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. (Pages 93-94) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_35 | Section 7.3 Termination Fees. <omitted> (b) <omitted> if <omitted> Parent or the Company terminates this Agreement <omitted> (iii) within twelve (12) months after the date of such termination, the Company shall have consummated an Alternative Acquisition Proposal or entered into an Alternative Acquisition Agreement for any Alternative Acquisition Proposal (whether or not the one referred to in the foregoing clause (ii)), which Alternative Acquisition Proposal is ultimately consummated; (Page 80) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_23 | Section 9.03 Termination Payments.
(a) If this Agreement is terminated:
<omitted>
(iii) <omitted> (B) within 12 months after the date of such termination of this Agreement, the Company or any of its Affiliates enters into a definitive agreement relating to, or consummates, a Company Acquisition Proposal (for purposes of this Section 9.03(a)(iii), all references in the definition of “Company Acquisition Proposal” to “twenty percent (20%)” being replaced by “fifty percent (50%)”) (whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced); (Page 107) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.01 Termination. This Agreement may be terminated and the Merger (and the other transactions contemplated hereby) may be abandoned at any time prior to the Effective Time (notwithstanding if the Company Required Vote has been obtained): <omitted> (f) by Parent or the Company, if the Merger shall not have been consummated prior to November 14, 2021 (as such date may be extended pursuant to the second proviso below or pursuant to Section 9.10 the “Outside Termination Date”); <omitted> Section 8.02 Fees and Expenses. <omitted> (b) Company Termination Fee. <omitted> (ii) If this Agreement is terminated by Parent pursuant to <omitted> Section 8.01(f) and (A) at any time after the date hereof and prior to, in the case of a termination pursuant to <omitted> Section 8.01(f), the Outside Termination Date, as applicable, a Takeover Proposal shall have been publicly announced or publicly made known to the Company Board of Directors or the shareholders of the Company <omitted>, the breach giving rise to such termination right <omitted> in the case of a termination pursuant to Section 8.01(f), the Outside Termination Date, as applicable <omitted> then the Company shall pay Parent <omitted> the Company Termination Fee; (Page 59)
(ii) If this Agreement is terminated by Parent pursuant to <omited> Section 8.01(f) and (A) at any time after the date hereof <omitted> the breach giving rise to such termination right <omitted> in the case of a termination pursuant to Section 8.01(f), the Outside Termination Date, as applicable, a Takeover Proposal shall have been publicly announced or publicly made known to the Company Board of Directors or the shareholders of the Company <omitted> the breach giving rise to such termination right, <omitted> in the case of a termination pursuant to Section 8.01(f), the Outside Termination Date, as applicable (Page 59) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.1 Termination. <omitted> (c) by either VEREIT or Realty Income, upon written notice to the other party, if the Merger shall not have been consummated on or before April 29, 2022 (the “Outside Date”); <omitted>
Section 7.2 Effect of Termination. <omitted> (b) VEREIT Termination Fee. <omitted> (iii) In the event that (A) a bona fide Acquisition Proposal with respect to VEREIT shall have been publicly announced or shall have become publicly disclosed and shall not have been publicly withdrawn prior to the date that is at least ten (10) Business Days prior to the VEREIT Stockholders Meeting, (B) thereafter this Agreement is terminated (1) by Realty Income or VEREIT pursuant to Section 7.1(c) (if the VEREIT Required Stockholders Vote has not theretofore been obtained) <omitted> and (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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_77 | Section 7.2 Effect of Termination. <omitted> (b) In the event that:
(i)
(1) after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management or the Board of Directors of KTYB or has been made directly to the KTYB shareholders generally or any person shall have publicly announced (and, in each case, not unconditionally withdrawn) an Acquisition Proposal with respect to KTYB, and (A) thereafter this Agreement is terminated by either SYBT or KTYB pursuant to Section 7.1(c) without the Requisite KTYB Vote having been obtained (and all other conditions set forth in Sections 6.1 and Section 6.3 had been satisfied or were capable of being satisfied at a time prior to the termination), or (B) thereafter this Agreement is terminated by either SYBT or KTYB pursuant to Section 7.1(d), or (C) thereafter this Agreement is terminated by SYBT pursuant to Section 7.1(e) as a result of a willful breach; AND
(2) prior to the date that is twelve (12) months after the date of the termination of this Agreement, KTYB enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then KTYB shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay SYBT, by wire transfer of same day funds (to an account designated in writing by SYBT), a fee equal to $7,250,000 (the “Termination Fee”); (Page 53) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_139 | Section 9.1. Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned, at anytime before the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted>
(h) by either Parent or the Company, if the Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained. <omitted>
Section 9.2. Effect of Termination. <omitted> (b) Termination Fee. (i) If (A) Parent or the Company terminates this Agreement pursuant to Section 9.1(h), (B) after the date hereof and prior to the date of such termination, a bona fide Acquisition Proposal is publicly disclosed (whether by the Company or a third party) and not publicly withdrawn at least two (2) business days prior to the Company Stockholders’ Meeting, and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent the Termination Fee.
<omitted>
(vi) Solely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be deemed to be references to “fifty percent (50%).” (Page 76)
Section 9.1. Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned, at anytime before the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted>
(d) by either Parent or the Company, in the event that the Effective Time has not occurred on or before the date that is nine(9) months after the date hereof (the “Outside Date”); <omitted>
Section 9.2. Effect of Termination. <omitted> (b) Termination Fee. <omitted> (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not withdrawn prior to such termination, (B) (I) Parent or the Company terminates this Agreement pursuant to Section 9.1(d) or (II) Parent terminates this Agreement pursuant to Section 9.1(c)(ii)(A) due to a breach of, or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the receipt of such Acquisition Proposal and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent the Termination Fee, unless, in the case of a termination pursuant to Section 9.1(d), Parent owes the Parent Termination Fee to the Company in accordance with Section 9.2(c), in which case Parent shall pay the Parent Termination Fee to the Company in accordance with Section 9.2(c) and no Termination Fee shall be payable by the Company. <omitted> (vi) Solely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be deemed to be references to “fifty percent (50%).” (Page 76) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 10.1 Termination of Agreement.This Agreement may be terminated only as set forth below, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or Nicolet: <omitted>
(e) by Nicolet or the Company, if the Effective Time shall not have occurred at or before June 22, 2022 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 10.1(e) shall not be available to any party to this Agreement whose failure to fulfill any of its obligations (excluding warranties and representations) under this Agreement has been the cause of or resulted in the failure of the Effective Time to occur on or before such date; <omitted>
Section 10.3 Fees and Expenses. <omitted>
(c) If (i) any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company after the date of this Agreement, (ii) thereafter this Agreement is terminated by the Company or Nicolet pursuant to (A) Section 10.1(e) based on the failure to obtain the Company Shareholder Approval <omitted> and (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 referred to in Section 10.3(c)(i), 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 56) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_130 | Section 7.06 Fees and Expenses Following Termination. (a) Company Payments. <omitted>
(iii) If (A) this Agreement is terminated pursuant to Section 7.02(a) or Section 7.02(c), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 7.02(a) orSection 7.02(c), a Takeover Proposal has been publicly announced or disclosed and not withdrawn or otherwise abandoned, and (C) within one (1) year following the termination of this Agreement pursuant to Section 7.02(a) or Section 7.02(c), as applicable, either a Takeover Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of a Takeover Transaction, then, in any such event, the Company shall promptly pay the Termination Fee upon the earlier of the consummation or entry into a definitive agreement with respect to such Takeover Transaction. For purposes of this Section 7.06(a)(iii), all references in the definition of the term Takeover Transaction to “15%” will be deemed to be references to “50%.” (Page 62) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_54 | Section 7.02 Termination Fee; Liquidated Damages <omitted> (ii) in the event that <omitted> this Agreement is terminated <omitted> (b) prior to the date that is twelve (12) months after the date of such termination, First Choice enters into any agreement to consummate, or consummates an Acquisition Transaction (and such Acquisition Transaction relates to the same Acquisition Proposal as that referred to above), then First Choice shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay Enterprise the Termination Fee, provided, that for purposes of this Section 7.02(a), all references in the definition of Acquisition Transaction to “twenty percent (20%)” shall instead refer to “fifty percent (50%)”. (Page 90) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_51 | Section 8.3 Expenses and Other Payments. <omitted> (d) If (i) (A) Parent or the Company terminates this Agreement <omitted> (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Termination Fee. (Page 45) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 7.01 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted> (b) at any time prior to the Effective Time, whether before or after the Company Shareholder Approval or Parent Stockholder Approval, by action of the board of directors of either Parent or the Company, in the event that the Merger is not consummated by December 31, 2021 (the “End Date”); provided that the End Date may be extended to March 31, 2022 by either Parent or the Company by written notice to the other party if the Closing shall not have occurred by such date, and on such date the conditions set forth in Section 6.02(c) and Section 6.03(c) have not been satisfied or waived and each of the other conditions to consummation of the Merger set forth in ARTICLE 6 has been satisfied, waived or remains capable of being satisfied, except to the extent that the failure of the Merger then to be consummated arises out of or results from the knowing action or inaction of the Party seeking to terminate pursuant to this Section 7.01(b) which action or inaction is in violation of its obligations under this Agreement; <omitted> 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: (A) in the event that (1) a bona fide Acquisition Proposal shall have been made to the Company or its shareholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company; (2) thereafter this Agreement is terminated by either Parent or the Company pursuant to (x) Section 7.01(b) for failure of the Merger to be consummated by the End Date <omitted>, and, in either case, the Company Shareholder Approval has not been obtained; (Page 70) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_81 | Section 7.3 Expenses; Termination Fees. <omitted> (b) Termination Fee. <omitted> (iii) In the event that (A) prior to the Lambda Stockholders’ Meeting (or, if earlier, the receipt of Lambda Stockholder Approval) and after the date of this Agreement, an Acquisition Proposal with respect to Lambda is publicly proposed or publicly disclosed or otherwise disclosed to the Lambda Board after the date of this Agreement and not withdrawn prior to the Lambda Stockholders’ Meeting, (B) this Agreement is terminated by Pi or Lambda pursuant to Section 7.1(b)(i) [Termination Date], Section 7.1(b)(iii)(B) [No Lambda Stockholder Approval] or by Pi pursuant to Section 7.1(c)(i) [Lambda Breach] and (C) concurrently with or within nine (9) months after any such termination described in clause (B), Lambda or any of the Lambda Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition 88
Proposal with respect to Lambda (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 Lambda shall pay to Pi the Lambda 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. (Pages 93-94) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.1 Termination. This Agreement may be terminated prior to the Effective Time (or prior to such earlier time as set forth in this Section 8.1): <omitted> (b) by either Parent or the Company, at any time prior to the Offer Acceptance Time, if the Closing shall not have occurred on or prior to 11:59 p.m., New York City time, on December 1, 2021 (the “End Date”); provided, however, that (x) if as of the End Date the conditions set forth in clause (d) or (f) of Annex I (in the case of (f), solely with respect to an order, injunction or Legal Requirement relating to Antitrust Laws), shall not have been satisfied or validly waived by Parent or Purchaser, to the extent waivable in accordance with this Agreement and applicable Legal Requirements by Parent or Purchaser, then the End Date shall automatically be extended one (1) time (but no more than one (1) time) by a period of ninety (90) calendar days (and all references to the End Date herein and in Annex I shall be as so extended); and (y) the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to any Party whose material breach of this Agreement has caused or resulted in the Offer not being consummated by such date; <omitted> 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(b)) <omitted>, (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 <omitted> 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.1 Termination. <omitted> (b) Termination by Either Parent or the Company. Each of Parent and the Company shall have the right to terminate this Agreement at any time prior to the Effective Time, whether before or after the Parent Stockholder Approval or the Company Stockholder Approval has been obtained, if: <omitted> (i) the Closing has not occurred prior to 5:00 p.m., Eastern Time, on May 26, 2021 (the “Outside Date”) <omitted>
Section 8.3 Termination Fee; Expense Reimbursements.
(a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (ii) either Parent or the Company pursuant to Section 8.1(b)(iv) or Section 8.1(b)(i) (but only if the Parent Stockholder Approval shall have been obtained at the time of such termination) and, in such case, (A) after the execution of this Agreement and prior to the Company Stockholders Meeting, a Company Acquisition Proposal shall have been publicly disclosed and not withdrawn <omitted> then, in any such case, the Company shall pay to Parent, <omitted> a fee of $66,000,000 in cash (the “Company Termination Fee”) (Page 88) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_30 | 9.03 Fees and Expenses. 58 (a) In the event that, <omitted> (ii) this Agreement is terminated by United pursuant to Section 9.01(g), and prior to that date that is 12 months after such termination, CBTC or any of its Subsidiaries enters into any Acquisition Agreement or any Acquisition Proposal is consummated (regardless of whether such Acquisition Proposal is consummated before or after termination of this Agreement), then CBTC shall pay United the Fee on the earlier of such date of execution or consummation, which amount shall be payable in immediately available funds. (Page 62) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_72 | Section 8.03 Expenses; Termination Fee. <omitted> (b) Company Termination Fee. If, but only if, this Agreement is validly terminated: (i) (x) by Parent or the Company pursuant to Section 8.01(b) before obtaining the Required Company Stockholder Approval or Section 8.01(d) or by Parent pursuant to Section 8.01(e) and (y) (A) an Acquisition Proposal has been made to the Company after the date hereof and, if public, has not been withdrawn prior to the earlier of (1) the date of the Company Stockholder Meeting (including any adjournments and postponements thereof) and (2) the date of such termination, and (B) within twelve (12) months of the termination of this Agreement, the Company enters into a definitive agreement for the consummation of any Acquisition Proposal and such Acquisition Proposal is subsequently consummated (regardless of whether such consummation occurs within the twelve (12)-month period), then the Company shall pay, or cause to be paid, to Parent (or one or more of its designees), the Company Termination Fee on the date of the consummation of such transaction involving any Acquisition Proposal (provided, however, that for purposes of this Section 8.03(b)(i), the references to “fifteen percent (15%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (Page 84) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | 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) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.3 Termination Fees <omitted> (a) If <omitted> (ii) (A) after the date and delivery of this Agreement and prior to the Company Stockholders’ Meeting, a Company Takeover Proposal (substituting 50% for the 20% threshold set forth in the definition of “Company Takeover Proposal”) (a “Qualifying Transaction”) shall have been publicly made and not withdrawn 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 7.1(b) (End Date) <omitted> and (C) at any time on or prior to the twelve-
month anniversary of such termination, the Company or any of its Subsidiaries completes or enters into a definitive agreement with respect to such Qualifying Transaction, then the Company shall pay Parent the Company Termination Fee in immediately available funds (1) in the case of clause (i), prior to or concurrently with such termination or (2) in the case of clause (ii), upon the earlier of entry or consummation of such Qualifying Transaction. (Pages 31-32) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_89 | SECTION 8.02. Effect of Termination and Abandonment. <omitted> (b) In the event that: <omitted> (ii) <omitted> (A) this Agreement is terminated <omitted> (B) within one (1) year after such termination, the Company enters into a definitive agreement to consummate such Acquisition Proposal;
<omitted>
then, in each case, the Company shall pay Parent an aggregate fee equal to $10,325,000 (the “Termination Fee”) by wire transfer of immediately available funds (x) in the case of a payment required by Section 8.02(b)(i), on the date of termination of this Agreement, (y) in the case of a payment required by Section 8.02(b)(ii) on the date a definitive agreement is executed with respect to such Acquisition Proposal and(z) in the case of a payment required by Section 8.02(b)(iii), within two (2) Business Days of the date of termination of this Agreement, it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. Parent shall provide to the Company notice designating an account for purposes of payment of the Termination Fee within forty-eight (48) hours of a request by the Company to provide such information. (Page 57) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_79 | 8.3 Expenses and Other Payments. <omitted> (f) If <omitted> (ii) within twelve (12) months after the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to a Company Alternative Transaction or consummates a Company Alternative Transaction (with any reference in the definition of Company Alternative Transaction to “20%” deemed to be a reference to “50%”), then immediately prior to or concurrently with the occurrence of either of the events described in the foregoing clauses, the Company shall pay Parent the Company Termination Fee (less any amount previously paid by the Company pursuant to Section 8.3(h)) in cash by wire transfer of immediately available funds to an account designated by Parent. (Page 72) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_56 | 8.2 Effect of Termination. <omitted> (b) (i) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Flagstar enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal with respect to Flagstar (whether or not the same Acquisition Proposal as that referred to above), then Flagstar shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay NYCB, by wire transfer of same-day -62-
funds, a fee equal to ninety million dollars ($90,000,000) (the “Termination Fee”); (Pages 70-71) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_80 | Section 7.3.Expenses; Termination Fee. <omitted> (b) If: (i)(A) this Agreement is terminated by Parent or the Company <omitted> (C) within 12 months after such termination, the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an
Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated (with all references to “15%” in the definition of Acquisition Proposal being treated as “50%” for purposes of this clause (C)); (Pages 34-35) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_98 | Section 7.3 Company Termination Fee and Expense Reimbursement. (a) If: <omitted> (ii) this Agreement is terminated <omitted> provided, that, in the case of this clause (ii), that (A) an Acquisition Proposal shall have been publicly announced or made publicly known (or, in the case of such a termination pursuant to Section 7.1(d), shall have been otherwise made known to the Company Board) after the date of this Agreement and shall not have been withdrawn (publicly, in the case of a termination pursuant to Section 7.1(c)) without qualification at least four Business Days prior to the Company Stockholders Meeting (in the case of a termination pursuant to Section 7.1(c)) or such termination (in the case of such a termination pursuant to Section 7.1(d)) and (B) within 12 months of the date this Agreement is so terminated, (x) the Company enters into a definitive agreement providing for an Acquisition Proposal, or (y) an Acquisition Proposal is consummated; provided, that for purposes of this Section 7.3(a)(ii), all references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”, then, in either the case of clause (i) or clause (ii) of this Section 7.3(a), the Company shall pay to Parent (or its designee), in cash, a payment in an amount equal to the Company Termination Fee in the case of Section 7.3(a) (i), as promptly as practicable (and, in any event, within two Business Days following such termination) and (B) in the case of Section 7.3(a)(ii), at or prior to the first to occur of (x) the entry into a definitive agreement providing for an Acquisition Proposal referred to therein and (y) the consummation of an Acquisition Proposal referred to therein.
-71 (Page 32) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_88 | Section 7.3 Termination Fees; Expense Reimbursements.(a) Termination Fees. (i) Termination Fee. If (1)(A) Parent terminates this Agreement <omitted> (3) within twelve (12) months after the date of such termination, the Company enters into a definitive Alternative Acquisition Agreement with respect to, or consummates, any Alternative Acquisition Proposal (whether or not referred to in the foregoing clause (2)); provided that, for purposes of this Section 7.3(a)(ii), the references to “25%” in the definition of Alternative Acquisition Proposal shall be deemed to be references to “50%.” If owed under this Section 7.3(a)(ii), the Company shall pay to Parent the Tail Fee by wire transfer of immediately available funds in accordance with wiring instructions delivered in writing to the Company by Parent prior to or concurrently with the execution of such Alternative Acquisition Agreement. (Page 33) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_45 | Section 9.3 Termination Fees; Expenses. <omitted>
(b) In the event that (i) this Agreement is terminated <omitted>
(iii) within 12 months after such termination, the Company enters into a definitive agreement with respect to a Company Acquisition Proposal or consummates a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to in clause (ii) above), then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee (less any Expense Reimbursement previously paid to Parent by the Company in accordance with Section 9.3(c)), within two Business Days following the earliest to occur of the events described in clause (iii) of this Section 9.3(b); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(b), references to “20%” shall be replaced by “50%”. (Page 90) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 10.01. Termination. This Agreement may be terminated
<omitted>
(b) by either the Company or Parent, if: (i) the Merger has not been consummated on or before July 1, 2022 (the “End Date”);
<omitted>
Section 11.04. Expenses.
<omitted>
(b) Termination Fee.
<omitted>
(ii) If (A) this Agreement is terminated (x) by Parent or the Company pursuant to Section 10.01(b)(i) <omitted>(B) an Acquisition Proposal shall have been publicly announced after the date of this Agreement and not withdrawn <omitted> or (2) at least ten Business Days prior to the date of termination, with respect to any termination pursuant to Section 10.01(b)(i) <omitted> and (C) within 12 months following the date of such termination, the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “25% or more” in the definition of Acquisition Proposal shall be deemed to be a reference to “more than 50%”), then the Company shall pay to Parent in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee. (Page 68) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_31 | 8.3 Expenses and Other Payments.
<omitted>
(e) If (i) (A) Parent or the Company terminates this Agreement
<omitted>
(ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(d)(i). (Page 85) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
main | contract_48 | 9.5. Effect of Termination and Abandonment. <omitted> (b) In the event that: <omitted> (i) (A) this Agreement is terminated <omitted> (II) concurrently with or within twelve (12) months of such termination, the Company shall have consummated a Company Acquisition Proposal or entered into an Alternative Company Acquisition Agreement relating to a Company Acquisition Proposal (whether or not, in each case, such Company Acquisition Proposal is the same one as the Company Acquisition Proposal referred to in clause (B)(I)); <omitted> then the Company shall pay to Parent (or its designee(s)), by wire transfer of same-day funds, a termination fee of $35,000,000 (the “Termination Fee”) (x) in the case of Section 9.5(b)(ii), no later than two (2) Business Days after the date of such termination or (y) in the case of Section 9.5(b)(i), immediately prior to or substantially concurrent with the last to occur of the events set forth in Section 9.5(b)(i). (Page 59) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.1 Termination. This Agreement may be terminated, and the Merger may be abandoned, at any time before the Effective Time by action of Parent or the Company (as applicable) only as follows: <omitted> (c) by either Parent or the Company, if the Merger shall not have been consummated by 5:00 p.m., New York time, on January 15, 2022 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any Party whose failure to comply with any provision of this Agreement has been the principal cause of or resulted in the failure of the Merger to be consummated before such date; <omitted> Section 7.2 Effect of Termination. <omitted> (b) Company Termination Fee. <omitted> (ii) In the event that this Agreement is terminated by (A) either by the Company or Parent pursuant to Section 7.1(c) <omitted> and, in any case, prior to the date of termination the Company has received a bona fide Acquisition Proposal or a bona fide Acquisition Proposal has been publicly disclosed and not withdrawn <omitted> then the Company shall <omitted> pay to Parent <omitted> the Company Termination Fee. (Page 86) | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | 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) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | Tail Period & Acquisition Proposal Details | 107-1 | Deal Protection and Related Provisions |
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