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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 | 1 | 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 |
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 | 1 | 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 |
abridged | contract_141 | Section 5.3 No Solicitation. <omitted> (f) As used in this Agreement, “Alternative Proposal” shall mean any bona fide proposal or offer made by any person or group of related persons (other than a proposal or offer by Parent or any of its Subsidiaries) for (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving the Company or any of its Subsidiaries pursuant to which any person or group of related persons would beneficially own or control, directly or indirectly, twenty percent (20%) or more (on a non-diluted basis) of Company Common Stock, (ii) the acquisition by any person of a business or assets (including any capital stock or other securities) that constitutes or includes twenty (20%) or more of the consolidated assets, net revenues or net income of the Company and its Subsidiaries, taken as a whole, (iii) the issuance to or acquisition by any person of twenty percent (20%) (on a non-diluted basis) or more of the outstanding shares of Company Common Stock or (iv) a tender offer, exchange offer or any other transaction or series of transactions that, if consummated, would result in any person or group of related persons, directly or indirectly, beneficially owning or having the right to acquire beneficial ownership of capital stock or other equity interests representing twenty percent (20%) or more (on a non-diluted basis) of Company Common Stock. <omitted>
Section 7.2 Termination Fees. <omitted> (a) Notwithstanding any provision in this Agreement to the contrary, if (i) (A) after the date of this Agreement and prior to the termination of this Agreement, any Alternative Proposal (substituting fifty percent (50%) for the twenty percent (20%) threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to, and not withdrawn at least five (5) business days prior to, the Company Meeting, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) or by Parent, prior to the Company Stockholder Approval, pursuant to Section 7.1(f) and (C) within twelve (12) months after such termination, the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(g) or by Parent pursuant to Section 7.1(h), then in any such event the Company shall pay to Parent a fee of four hundred fifty million dollars ($450,000,000) in cash (the “Company Termination Fee”), such payment to be made, in the case of a termination referenced in clause (i) above, within two (2) business days following Parent’s request pursuant to Section 7.2(e) following the consummation of the Qualifying Transaction, or in the case of clause (ii) above, within two (2) business days following Parent’s request pursuant to Section 7.2(e) following the termination by the Company pursuant to Section 7.1(g) or within two (2) business days of Parent’s request pursuant to Section 7.2(e) after termination by Parent pursuant to Section 7.1(h); it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one (1) occasion. (Page 67) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 1 | 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 |
abridged | contract_141 | Section 5.3 No Solicitation. <omitted> (f) As used in this Agreement, “Alternative Proposal” shall mean any bona fide proposal or offer made by any person <omitted> other than a proposal or offer by Parent or any of its Subsidiaries <omitted>
Section 7.2 Termination Fees. <omitted> (a) <omitted> if <omitted> (C) <omitted> the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated <omitted> then <omitted> the Company shall pay to Parent a fee of four hundred fifty million dollars ($450,000,000) in cash (the “Company Termination Fee”) (Page 67) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 1 | 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 |
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 | 1 | 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 |
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 | 1 | 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 |
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 | 1 | 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 |
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 | 1 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_132 | 9.5 Effect of Termination and Abandonment. <omitted> (b) The Company shall pay to Parent, by wire transfer of immediately available funds, a termination fee in the amount of $575,000,000 (the “Company Termination Fee”) in the event that this Agreement is terminated:
(i) by either the Company or Parent pursuant to Section 9.2(a), or Section 9.2(b) and, in each case;
(A) any Person shall have made an Acquisition Proposal to the Company or its stockholders (whether or not conditional or not withdrawn) or publicly announced an intention (whether or not conditional and whether or not withdrawn) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, and
(B) within twelve (12) months after such termination, the Company enters into any Alternative Acquisition Agreement with respect to any Acquisition Proposal (with “fifty percent (50%)” being substituted in lieu of “fifteen percent (15%)” in each instance thereof in the definition of “Acquisition Proposal” for purposes of this Section 9.5(b)(i)(B)), then immediately prior to or concurrently with the occurrence of such entry into an Alternative Acquisition Agreement, (Page 90) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_85 | SECTION 8.3 Termination Fee. (a) The Company shall pay to Parent the Company Termination Fee if: <omitted>
(C) within twelve (12) months of such termination, the Company enters into a definitive Contract to consummate any Company Acquisition Proposal or any Company Acquisition Proposal is consummated (provided that, for the purposes of this Section 8.3(a)(ii)(C) only, the term “Company Acquisition Proposal” shall have the meaning assigned to such term, except that all references to “twenty percent (20%)” therein shall be deemed to be references to “fifty percent (50%)”); (Page 65) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_67 | Section 9.03 Expenses; Termination Fee. <omitted>
(b) Company Termination Fee. If, but only if, this Agreement is terminated: <omitted>
(D) within twelve (12) months following the termination of this Agreement, (1) the Company enters into a definitive agreement for the consummation of any Acquisition Proposal (regardless of when made or the counterparty thereto) or (2) any Acquisition Proposal is consummated (regardless of whether when made or the counterparty thereto), then the Company shall pay, or cause to be paid, to Parent the Company Termination Fee, in each case, within three (3) Business Days after the date on which the Company enters into such definitive agreement or the date on which such Acquisition Proposal is consummated (provided, however, that for purposes of this Section 9.03(b)(i), the references to “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (Page 36) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_105 | Section 10.06 Fees and Expenses Following Termination. (a) If this Agreement is terminated by: <omitted> (iv) (A) Parent and US Holdco <omitted> (2) within twelve (12) months following the date of such termination the Company shall have entered into a Company Acquisition Agreement with respect to any Company Takeover Proposal, or any Company Takeover Proposal shall have been consummated (in each case whether or not such Company Takeover Proposal is the same as the original Company Takeover Proposal made, communicated, or publicly disclosed); (Page 105) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_39 | Section 10.3 Fees and Expenses. <omitted> (c) If (i) an Acquisition Proposal with respect to the Company shall have been communicated to or otherwise made known to the Company shareholders or the Company Board, or 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 or (B) Section 10.1(d)(iii) based on the failure to obtain the Company Shareholder Approval, 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) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_93 | Section 7.02 Termination Fee. <omitted> (b) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above, then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to the Termination Fee (Page 87) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_58 | Section 7.3 Fees and Expenses.
<omitted>
(b) Company-Paid Termination Fee (i) In the event that:
<omitted>
(B) within twelve months after such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is ultimately consummated) (Page 69) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_21 | 8.2 Effect of Termination. <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to $25,670,000.00 (the “Termination Fee”); (Page 65) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_62 | 7.3 Termination Fees. <omitted> (b) If <omitted> this Agreement is terminated <omitted> (iii) within nine (9) months after such termination the Company consummates an Acquisition Transaction or enters into an agreement for an Acquisition Transaction which Acquisition Transaction is subsequently consummated, then the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated (Page 56) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_84 | Section10.3 Fees and Expenses. <omitted> (b) In the event that: (i) (A)(x) this Agreement is terminated by Parent pursuant to Section 10.1(c)(i), and after the date hereof and prior to the breach giving rise to such right of termination, an Acquisition Proposal with respect to the Company (with, for all purposes of this Section 10.3(b)(i), all percentages included in the definition of “Acquisition Proposal” increased to 50%) has been publicly announced, disclosed or otherwise communicated to the Conflicts Committee and/or the Company Board, or (y) this Agreement is terminated by the Company or Parent pursuant to Section 10.1(b)(i), and prior to such termination, an Acquisition Proposal with respect to the Company has been publicly announced, disclosed or otherwise communicated to the Company or the Company Board (or any committee thereof), and (B) within twelve (12) months after the date of such termination, a transaction in respect of an Acquisition Proposal is consummated or the Company enters into a Company Alternative Acquisition Agreement in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) that is later consummated; (Page 148) | “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 | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_120 | 8.3 Fees and Expenses. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) within nine (9) months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, which is thereafter consummated, then the Company will concurrently with the consummation of such Acquisition Transaction pay to Parent an amount equal to $288,000,000 (the “Company Termination Fee”) (Page 99) | “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 | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_92 | Section 9.3 Termination Fees; Expenses. (a) Company Termination Fee.
<omitted>
(ii) In the event that this Agreement is terminated
<omitted>
(B) within twelve (12) months after such termination, the Company (x) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (y) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, less the amount of any Parent Expenses previously paid by the Company, concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two (2) Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “20%” and “80%” shall be replaced by “50%”. (Page 85)
(G) Section 9.3(a)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:
“In the event that this Agreement is terminated
<omitted>
(B) within twelve (12) months after such termination, the Company (x) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (y) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, less the amount of any Parent Expenses, or the Financing Failure Termination Fee, as applicable, previously paid by the Company, concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two (2) Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “20%” and “80%” shall be replaced by “50%”.” (Page 5) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_87 | Section 10.3 Fees and Expenses. <omitted>
(c) If <omitted> this Agreement is terminated <omitted>
(iii) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive written agreement with any Person with respect to such Acquisition Proposal, then the Company shall pay to Nicolet, within two (2) Business Days after execution of such definitive written agreement, the Termination Fee by wire transfer of immediately available funds to such account as Nicolet shall designate. (Page 52) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_99 | 8.3 Fees and Expenses. <omitted> (b) The parties agree that (i) if this Agreement is validly terminated by (A) either Parent or the Company in accordance with Section 8.1(b) or (B) by Parent pursuant to Section 8.1(f); and, prior to the date of such termination, a Company Acquisition Proposal is made public by the Company or any other Person or otherwise becomes publicly known, and (ii) within twelve (12) months after such termination (A) the Company enters into a definitive agreement with respect to any Company Acquisition Proposal or (B) the transactions contemplated by any Company Acquisition Proposal are consummated (which need not be the same Company Acquisition Proposal that was made public or publicly known prior to the termination of this Agreement), then the Company shall pay (or cause to be paid) the Company Termination Fee to Parent (or its designee), by wire transfer of same-day funds no later than two (2) Business Days after the consummation of such transaction. (Page 78) | “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 | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_37 | Section 8.2 Effect of Termination <omitted> (b) In the event that: (i) (A) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) shall have been received by the Company or its Representatives or is publicly proposed or publicly disclosed (a “Qualifying Transaction”), (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(c) or Section 8.1(g) or by Parent pursuant to Section 8.1(b)(i) and (C) concurrently with or within twelve (12) months after such termination, the Company shall have (1) consummated such Qualifying Transaction or another Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) or (2) entered into a definitive agreement providing for and later consummated such Qualifying Transaction or Company Alternative Proposal;
<omitted>
then, in any such event under clause (i), (ii) or (iii) of this Section 8.2(b), the Company shall pay Parent or its designee the Company Termination Payment in accordance with the escrow procedures set forth in Section 8.2(d), <omitted> (z) in the case of only Section 8.2(b)(i), three (3) Business Days afterthe consummation of such Qualifying Transaction or Company Alternative Proposal; (Page 35) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_60 | 8.5 Effect of Termination and Abandonment. <omitted> (b) The Company shall pay to Parent a fee equal to $24,000,000 (the “Company Termination Fee”) <omitted> if: <omitted> (C) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal (regardless of when made or the counterparty thereto) or consummates any Acquisition Proposal (regardless of when made or the counterparty thereto) (Page 80) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_138 | Section 11.04. Expenses. <omitted> (b) Termination Fee. <omitted> (ii) If <omitted> (A) this Agreement is terminated <omitted> (C) within 12 months after the date of such termination, the Company or one or more of its Subsidiaries enters into a definitive agreement in respect of, or the Board of Directors approves or recommends, any Acquisition Proposal, or any Acquisition Proposal is consummated (provided that for purposes of this Section 11.04(b)(ii), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay or cause to be paid to Parent in immediately available funds, concurrently with the earlier of the execution, approval, recommendation or consummation of such Acquisition Proposal, the Termination Fee. (Page 34) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_15 | 10.3. Expenses. <omitted> (b) <omitted> (i) if either Bryn Mawr or WSFS terminates this Agreement <omitted> within 12 months of such termination Bryn Mawr shall either (A) consummate an Acquisition Transaction or (B) enter into an Acquisition Agreement with respect to an Acquisition Transaction, whether or not such Acquisition Transaction is subsequently consummated and, in each case, whether or not relating to the same Acquisition Proposal that had been made or publicly announced prior to such termination <omitted> then Bryn Mawr shall pay to WSFS an amount equal to $37,725,000 (the “Termination Fee”). <omitted>
If the Termination Fee shall be payable pursuant to subsection (i) of this Section 10.3(b), the Termination Fee shall be paid in same-day funds at or prior to the earlier of the date of consummation of such Acquisition Transaction or the date of execution of an Acquisition Agreement with respect to such Acquisition Transaction. If the Termination Fee shall be payable pursuant to subsection (ii) of this Section10.3(b), the Termination Fee shall be paid in same-day funds within two Business Days from the date of termination of this Agreement. (Page 80) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_70 | Section 8.06 Fees Following Termination
<omitted>
(b) If this Agreement is properly terminated:
<omitted>
(A) prior to such termination, a Takeover Proposal shall: (1) in the case of a termination in accordance with Section 8.02(a), have been publicly disclosed and not withdrawn prior to the effective date of termination or (2) in the case of a termination in accordance with Section 8.03(b), have been publicly disclosed or otherwise made or communicated to the Company or the Company Board and not withdrawn prior to the effective date of termination, and (B) within nine (9) months following the date of such termination of this Agreement the Company shall have entered into a definitive agreement with respect to any Takeover Proposal, or any Takeover Proposal shall have been consummated (in each case whether or not such Takeover Proposal is the same as the original Takeover Proposal made, communicated, or publicly disclosed), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee (it being understood for all purposes of this Section 8.06(b), all references in the definition of Takeover Proposal to “15%” shall be deemed to be references to “more than 50%” instead); (Page 73) | “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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_32 | 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated <omitted> (z) within six (6) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such six (6)-month period) or consummated an Acquisition Proposal; provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”;
then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Company shall pay to Parent or its designee the Termination Fee by wire transfer of same day funds (Page 59) | “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 | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_144 | SECTION 8.02. Effect of Termination. <omitted> (b) The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: <omitted> (B) within 12 months of such termination the Company or any of its Subsidiaries enters into an Acquisition Agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated (Page 76) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_123 | SECTION 9.2 Effect of Termination. <omitted> (b) In the event that: <omitted> (B) within nine (9) months after such termination, the Company or any of its subsidiaries shall have entered into a definitive agreement with respect to any Acquisition Proposal that is later consummated, or shall have consummated any Acquisition Proposal, then, in any such event, the Company shall pay to Parent the Company Termination Payment (Page 77) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_134 | Section 11.05. Expenses. <omitted> (a) Termination Fees. <omitted> (iii) If <omitted> this Agreement is terminated <omitted> (C) within nine (9) months after such termination, the Company enters into a definitive agreement with respect to an Acquisition Proposal and, at any time thereafter, consummates such Acquisition Proposal, then the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date of consummation of such Acquisition Proposal. (Page 41) | “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 | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_61 | 8.3 Termination Payment and Expenses. <omitted> (b) In the event this Agreement is validly terminated:
(i) by either the Company or Parent pursuant to Section 8.1(b) (but only if, at the time of such termination, the Company Stockholder Approval has not been obtained), by either the Company or Parent pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), and, in each case, (A) prior to the date of termination (in the case of a termination pursuant to Section 8.1(b) or Section 8.1(g)) or the date of the Company Stockholders Meeting (in the case of a termination pursuant to Section 8.1(d)), the Company has received a bona fide Acquisition Proposal or a bona fide Acquisition Proposal has been publicly disclosed, which Acquisition Proposal has not been withdrawn prior to such date, and (B) within 12 months of the date of such termination, the Company consummates any Acquisition Proposal or enters into a definitive agreement with respect to any Acquisition Proposal that is thereafter consummated; provided that for purposes of this Section 8.3(b)(i) the references to “15%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”; <omitted> then, in each case, the Company will pay Parent as consideration for the disposition of rights acquired under this Agreement an aggregate amount equal to $12,000,000 (the “Company Termination Fee”) by wire transfer of immediately available funds to an account designated in writing by Parent (1) in the case of a payment required by Section 8.3(b)(i), within two Business Days after consummation of such Acquisition Proposal (Page 71) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_136 | Section 8.1 Termination. This Agreement may be terminated prior to the Effective Time: <omitted> (d) by either Parent or the Company if the Offer Acceptance Time shall not have occurred on or prior 5 p.m. Eastern Time on February 2, 2022 (such date, the “End Date”); <omitted>
Section 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted>
(B) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and shall not have publicly withdrawn such Acquisition Proposal prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination and (C) within 12 months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (provided, that for purposes of this clause (C) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”); 56
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 (Pages 60-61) | “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 | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_43 | 8.3 Expenses; Termination Fees. <omitted> (b) In the event that: <omitted>
(iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or by Parent pursuant to Section 8.1(f) as a result of a willful breach or by Parent pursuant to Section 8.1(i), (y) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination and such Acquisition Proposal has not been publicly withdrawn prior to such termination and (z) within twelve months of such termination the Company shall have entered into a definitive agreement with respect to such 52
Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such twelve-month period) or consummated an Acquisition Proposal; provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”; then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Company shall pay or cause to be paid to Parent or its designee the Termination Fee by wire transfer of same day funds (x) in the case of Section 8.3(b)(i), prior to the execution of the Specified Agreement, (y) in the case of Section 8.3(b)(ii), within two business days after such termination or (z) in the case of Section 8.3(b)(iii), prior to the date the definitive agreement referred to in clause (z) of Section 8.3(b)(iii) is executed; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. As used herein, “Termination Fee” shall mean a cash amount equal to $100,000,000. (Pages 56-57) | “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 | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_142 | 8.3 Termination Fee. (a) In the event that: <omitted> (iii) (x) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(e) or Section 8.1(g), (y) any Person shall have publicly disclosed an Acquisition Proposal or otherwise communicated an Acquisition Proposal to the Company Board after the Agreement Date and prior to such termination (unless withdrawn at least two (2) Business Days prior to such termination) and (z) within twelve (12) months of such termination the Company shall have (A) entered into a definitive agreement with respect to any Acquisition Proposal and such Acquisition Proposal is subsequently consummated or (B) consummated any Acquisition Proposal (provided, that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”); (Page 73) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_149 | Section 7.3 Termination Fees.
(a) If this Agreement is terminated <omitted>
(B) within twelve (12) months after such termination, a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal (provided, however, that for purposes of this Section 7.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”);
then, in each such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, onthe earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause(ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or concurrently with the termination of this Agreement. (Page 36) | “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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_83 | (b) Termination Fee. <omitted> (ii) If, prior to receipt of the Company Stockholder Approval, (A) this Agreement is terminated pursuant to Section 10.01(b) (iii) (Company No Vote) or Section 10.01(c)(ii) (Company Breach), (B) after the date of this Agreement and prior to date of the Company Stockholder Meeting, an Acquisition Proposal shall have become public and (C) within 12 months after the date of such termination, an Acquisition Proposal shall have been consummated or the Company or its Subsidiaries has entered into a definitive agreement with respect to an Acquisition Proposal (provided that for purposes of this Section 11.04(b)(ii), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay or cause to be paid to Parent in immediately available funds, concurrently with the earlier of the execution of a definitive agreement and the consummation of such Acquisition Proposal, the Termination Fee together with applicable Interest and Collection Costs. (Page 35) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_75 | Section 7.4 Company Termination Fees.
(a) In the event that (A) this Agreement is terminated pursuant to Section 7.1(c), (B) following the execution of this Agreement and prior to the time at which a vote is taken on the adoption of this Agreement at the Stockholders Meeting (or an adjournment or postponement thereof) an offer or proposal for a Competing Acquisition Transaction is publicly announced or shall become publicly known and is not publicly withdrawn prior to the Stockholders Meeting and (C) within twelve (12) months following the termination of this Agreement pursuant to Section 7.1(c), the foregoing Competing Acquisition Transaction is consummated or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, then within two (2) Business Days after the earlier of the entry into an Alternative Acquisition Agreement and the consummation of such Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee. “ Company Termination Fee” means an amount equal to $60,125,000. <omitted>
(b) In the event that (A) this Agreement is terminated pursuant to Section 7.1(b) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 7.1(b) or Section 7.1(g) as a result of the material breach of the Company’s covenants and agreements set forth in Section 5.3, (B) any Person shall have publicly disclosed an offer or proposal for a Competing Acquisition Proposal after the date hereof and shall not have publicly withdrawn such offer or proposal for a Competing Acquisition Proposal prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 7.1(b), the date that is two (2) Business Days prior to the Termination Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 7.1(g), the time of the breach or failure to perform giving rise to such termination and (C) within twelve (12) months following the termination of this Agreement pursuant to Section 7.1(b) or Section 7.1(g), the foregoing Competing Acquisition Transaction is consummated, or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, then within two (2) Business Days after the earlier of the entry into such Alternative Acquisition Agreement and the consummation of such Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (Pages 61-62) | “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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_137 | Section 9.3 Fees and Expenses. (a) If this Agreement is terminated by: (i) (A) RMRM pursuant to Section 9.1(c)(i) on the basis of a breach of a covenant or agreement contained in this Agreement or (B) either RMRM or TRMT pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii) and in any such case of (A) or (B), (I) after the execution of this Agreement and prior to such termination (or prior to the TRMT Shareholder Meeting in the case of termination pursuant to Section 9.1(b) (iii)), a Superior Proposal with respect to TRMT shall have been publicly disclosed (or, in the case of termination pursuant to Section 9.1(b)
(i) or Section 9.1(c)(i), otherwise made known to the TRMT Board) and not withdrawn (publicly, if publicly disclosed) and (II) within twelve (12) months after such termination, any Superior Proposal with respect to TRMT is consummated or TRMT enters into a definitive agreement with respect to any Superior Proposal that is subsequently consummated; <omitted> then, in any such case, TRMT shall pay, or cause to be paid, to RMRM the TRMT Termination Fee. (Pages 35-36) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_110 | Section 8.4 Fees and Expense Reimbursement. <omitted>
(C) the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal within 12 months after the date this Agreement is terminated, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the earliest date of when such definitive agreement is executed or such Company Acquisition Proposal is consummated. (Page 87) | “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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_100 | 8.3. Fees and Expenses.
<omitted>
(b) Termination Fee. (i) Future Transaction. If (A) this Agreement is terminated
<omitted>
(C) within one year of such termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will promptly (and in any event within two Business Days) after the earlier of the (1) entry into such definitive agreement or (2) consummation of such Acquisition Transaction pay to Parent (or its designee) an amount equal to $515,000,000 (the “Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.” (Page 90) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_11 | 8.3 Fees and Expenses. <omitted> (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within twelve (12) months after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into (provided that for purposes of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasion. (Page 78) | “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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_151 | (b) Company Payments. ( i ) Future Transactions . If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g), an Acquisition Proposal has been publicly announced or publicly disclosed (and not publicly withdrawn prior to the termination of the Agreement as described in clause (A)); and (C) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent an amount equal to the Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b), which Schedule may be updated by written notice by Parent from time to time). (Page 88) | “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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_24 | 8.3 Expenses and Other Payments. <omitted> (e) If (i)(A) Labrador or Golden terminates this Agreement <omitted> (ii)within nine months after the date of such termination, Golden enters into a definitive agreement with respect to a Golden Competing Proposal or consummates a Golden Competing Proposal, then Golden shall pay Labrador the Termination Fee less any amount previously paid by Golden pursuant to Section 8.3(d)(i). (Page 46) | “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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_52 | Section 7.3 Fees and Expenses. (a) In the event that: (i) this Agreement is terminated <omitted> (B) within twelve (12) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to any Company Competing Proposal or (y) the transactions contemplated by any Company Competing Proposal are consummated, the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee concurrently with, and contingent upon, the consummation of the transactions contemplated by such Company Competing Proposal regardless of the date of such consummation (Page 84)
Section 7.3 Fees and Expenses. (a) In the event that: <omitted> (iii) this Agreement is terminated <omitted> (B) within twelve (12) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to such Company Competing Proposal or (y) the transactions contemplated by such Company Competing Proposal are consummated, the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee concurrently with, and contingent upon, the consummation of the transactions contemplated by such Company Competing Proposal regardless of the date of such consummation (Page 85) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_140 | Section 7.2 Effect of Termination. <omitted> (b) VEREIT Termination Fee. <omitted> (iii) In the event that <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, VEREIT either (1) consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or (2) enters into an Acquisition Agreement, then VEREIT shall, on the earlier of the date such transaction is consummated or the date such Acquisition Agreement is entered into, pay to Realty Income a one-time fee equal to the VEREIT Termination Fee less the amount of any Realty Income Expense Reimbursement previously paid to Realty Income (if any) pursuant to Section 7.2(b)(iv)
(provided that, for purposes of this clause (C), each reference to “20%” in the definitions of “Acquisition Proposal” and “Acquisition Agreement” shall be deemed to be a reference to “50.1%”). (Pages 40-41) | “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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_25 | SECTION 6.06. Fees and Expenses. <omitted>
provided that (A) a Company Takeover Proposal shall have been publicly made, proposed or communicated by a third party after the date of this Agreement and (x) before the time this Agreement is terminated in the case of a termination under Section 8.01(b)(i) or (y) before the completion of the Company Shareholders Meeting (including any adjournment or postponement thereof) in the case of a termination under Section 8.01(b) (iii) and (B) within 12 months of the date this Agreement is terminated, the Company enters into a definitive agreement with respect to a Company Takeover Proposal or a Company Takeover Proposal is consummated (in each case, whether or not such Company Takeover Proposal was the same Company Takeover Proposal referred to in clause (A)); provided that, for purposes of clauses (A) and (B) of this Section 6.06(b)(ii), the references to “15% or more” in the definition of Company Takeover Proposal shall be deemed to be references to “more than 50%”; <omitted>
then, in any such event under clause (i) or (ii) of this Section 6.06(b), the Company shall pay, or cause to be paid, the Company Termination Fee to Parent o r its designee by wire transfer of same-day funds (Page 47) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_133 | Section 8.2. Effect of Termination. <omitted>
(d) If (A) this Agreement is terminated <omitted>
(C) within twelve months following such termination of this Agreement, either a transaction contemplated by such Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of a transaction contemplated by such Acquisition Proposal and such transaction is subsequently consummated, then the Company shall promptly (and in any event within three Business Days after such consummation) pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, which shall be promptly provided by Parent. (Page 74) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_9 | Section 7.5. Effect of Termination and Abandonment. <omitted>
(b) In the event that: (i) (A) this Agreement is terminated pursuant to Section 7.2(a), Section 7.2(b) or Section 7.4(b); <omitted>
(C) within twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement for an Acquisition Proposal that is subsequently consummated (whether consummated within such twelve (12)-month period or thereafter), then the Company shall, on the date such Acquisition Proposal is consummated, pay the Company Termination Fee to Parent (or its designee) by wire transfer of same day funds to one or more accounts designated by Parent; (Page 31) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_33 | (d) If (i) (A) Isla or the Company terminates this Agreement pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval), and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed and not publicly withdrawn without qualification at least seven Business Days prior to the Company Stockholders Meeting or (B) Isla terminates this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach), and following the execution of this Agreement and on or before the date of any such termination, a Company Competing Proposal shall have been announced, disclosed or otherwise communicated to senior management of the Company or to the Company Board and (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or a Company Competing Proposal is consummated, then the Company shall pay Isla the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(c). <omitted> “Company Competing Proposal” means any contract, proposal, offer or indication of interest relating to any transaction or series of related transactions (other than transactions only with Isla or any of its Subsidiaries) (Pages 106-107) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_96 | Section 7.3 Fees and Expenses. (a) In the event that:
<omitted>
(B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(b)(ii), or Section 7.1(b)(iii), by the Company pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), or by Parent pursuant to Section 7.1(c)(i), then if, concurrently with or within twelve (12) months after the date of any such termination, any of the Acquired Companies enters into a definitive agreement with respect to any Company Competing Proposal or any transaction if offered prior to the termination of this Agreement would have constituted a Company Competing Proposal, the Company shall pay to Parent or its designee by wire transfer of immediately available funds to the account or accounts designated by Parent or such designee the Termination Fee substantially concurrently with the entry into such definitive agreement; (Page 67) | “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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_135 | Section 7.3 Termination Fees. (a) In the event that: (i) this Agreement is terminated by Company or Parent pursuant to Section 7.1(b)(ii) or by Parent pursuant to Section 7.1(c)(i) and (A) prior to the Company Stockholder Meeting, a Company Competing Proposal shall have been publicly disclosed and not publicly withdrawn prior to such termination date, and (B) within twelve (12) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to any Company Competing Proposal or (y) the transactions contemplated by any Company Competing Proposal are consummated, then the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee concurrently with, and contingent upon, the earlier of the entry into such agreement or the consummation of the transactions contemplated by such Company Competing Proposal regardless of the date of such consummation; (Page 41) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_90 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> (ii) on or prior to the date that is twelve months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause “(B),” each reference to “25%” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “50%”), then, within two Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (Page 69) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_76 | Section 7.3 Termination Fees.
(a) Company Termination Fee.
(i) If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the -89-
Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination in the case of clause (A) above, within three Business Days after such termination in the case of clause (B) above, or within three Business Days after the consummation of such Company Qualifying Transaction in the case of clause (C) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (Pages 94-95) | “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 | 1 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
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