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main | contract_2 | Section 9.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated pursuant to Section 9.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the second proviso of Section 9.1(b)(i)) as a result of the failure to satisfy the Minimum Condition, (y) after the Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement and (z) within twelve (12) months of such termination, the Company shall have
consummated an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “a material portion” and “10% or more” in the definition of “Acquisition Proposal” shall be deemed to be references to “51% or more”); then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid, to Parent the Termination Fee (Pages 34-35) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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_47 | 6.5 Effect of Termination and Abandonment. <omitted> (b) In the event that: (i) (A)after the date of this Agreement, an Acquisition Proposal (substituting 50% for the 15% threshold set forth in the definition of “Acquisition Proposal”) (a “Company Qualifying Transaction ” ) shall have been publicly made, proposed or disclosed or otherwise becomes publicly known prior to such termination (or, in the case of a termination pursuant to Section 6.2(b), prior to the Company Stockholders Meeting (or any adjournment or postponement thereof)), (B)thereafter this Agreement is terminated by Parent or the Company pursuant to Section 6.2(a) (Outside Date) or 6.2(b) (Company Requisite Vote not Obtained) or by Parent pursuant to Section 6.4(a) (Company Breach), and (C)at any time on or prior to the 12-month anniversary of such termination, the Company enters into a definitive agreement regarding a Company Qualifying Transaction that is subsequently completed, a tender offer that constitutes a Company Qualifying Transaction is completed or the Company otherwise completes a Company Qualifying Transaction (whether or not it is the same such transaction that became publicly known); <omitted> then the Company shall pay Parent the Company Termination Fee. (Page 31) | “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_122 | 6.3 Termination Fees. <omitted>
(b) If this Agreement is terminated by Parent or the Company <omitted>
(ii) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being 70
understood that, for purposes of this clause “(B),” each reference to “twenty percent (20%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (Pages 74-75) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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_130 | Section 7.06 Fees and Expenses Following Termination. (a) Company Payments. <omitted>
(iii) If (A) this Agreement is terminated pursuant to Section 7.02(a) or Section 7.02(c), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 7.02(a) orSection 7.02(c), a Takeover Proposal has been publicly announced or disclosed and not withdrawn or otherwise abandoned, and (C) within one (1) year following the termination of this Agreement pursuant to Section 7.02(a) or Section 7.02(c), as applicable, either a Takeover Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of a Takeover Transaction, then, in any such event, the Company shall promptly pay the Termination Fee upon the earlier of the consummation or entry into a definitive agreement with respect to such Takeover Transaction. For purposes of this Section 7.06(a)(iii), all references in the definition of the term Takeover Transaction to “15%” will be deemed to be references to “50%.” (Page 62) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 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_114 | Section 8.3 Termination Fees. (a) Company Termination Fee. If <omitted> this Agreement is terminated <omitted> (C) concurrently with or within twelve (12) months after such termination, the Company shall have (1) consummated any Alternative Acquisition Proposal or (2) entered into a definitive agreement providing for (and later consummated) any Alternative Acquisition Proposal, then, in each case, the Company shall pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $368,946,000 in cash (the “Company Termination Fee”); (Page 59) | “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_7 | Section 8.2. Effect of Termination. <omitted> (b) In the event that: <omitted> (ii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(f) or by Parent pursuant to Section 8.1(e)(i) and (A) at any time after the date of this Agreement and prior to the taking of a vote to approve this Agreement at the Stockholders Meeting or any postponement or adjournment thereof an Acquisition Proposal shall have been made directly to the Company’s stockholders or an Acquisition Proposal shall have otherwise become publicly known or, in the case of a termination pursuant to Section 8.1(e)(i), an Acquisition Proposal shall have been provided to the Company or the Board of Directors (or a duly authorized committee thereof), and such Acquisition Proposal shall have not been withdrawn prior to such taking of a vote to approve this Agreement or, in the case of a termination pursuant to Section 8.1(e)(i), prior to the breach that forms the basis of such termination and (B) within nine (9) 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 is subsequently consummated, whether within such nine (9) month period or thereafter), then, in any such event, the Company shall pay to Parent (or its designee) the Company Termination Fee, such payment to be made within two (2) Business Days from the consummation of an Acquisition Proposal, by wire transfer of immediately available funds. For the purpose of this Section 8.2(b)(ii), all references in the definition of the term Acquisition Proposal to “15% or more” will be deemed to be references to “more than 50%”. (Page 80) | “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_23 | Section 9.03 Termination Payments.
(a) If this Agreement is terminated:
<omitted>
(iii) <omitted> (B) within 12 months after the date of such termination of this Agreement, the Company or any of its Affiliates enters into a definitive agreement relating to, or consummates, a Company Acquisition Proposal (for purposes of this Section 9.03(a)(iii), all references in the definition of “Company Acquisition Proposal” to “twenty percent (20%)” being replaced by “fifty percent (50%)”) (whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced); (Page 107) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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_64 | Section 6.2 Effect of Termination; Termination Fees. <omitted> (b) In the event that: <omitted> (ii) this Agreement is validly terminated <omitted> (B) within 12 months after such termination, the Company enters into a definitive Contract with respect to an Acquisition Proposal or consummates an Acquisition Proposal (which need not be the same Acquisition Proposal that was made, announced or publicly known prior to the termination of this Agreement) (provided that for all purposes of this Section 6.2(b)(ii), the term Acquisition Proposal shall have the meaning assigned to such term in Exhibit A, except that the references to “15%” shall be deemed to be references to 50%), then the Company shall pay to Parent the Termination Fee concurrently with entering into a definitive Contract or the consummation of such Acquisition Proposal. (Page 29) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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_116 | Section 8.4 Fees and Expense Reimbursement.
(a) In the event that (A) prior to the termination of this Agreement, a Company Acquisition Proposal is publicly submitted, publicly proposed, publicly disclosed or otherwise communicated to the Company Board prior to, and not withdrawn at the date of termination of this Agreement, (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(e) (Outside Date) or Section 8.1(f) (Failure to Obtain Company Stockholder Approval) or by Parent pursuant to Section 8.1(c) (Company Breach) and (C) within twelve (12) months after the date this Agreement is terminated, the Company consummates a Company Acquisition Proposal or enters into a definitive agreement providing for the consummation of a Company Acquisition Proposal, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the consummation of such Company Acquisition Proposal. (Page 73) | “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_1 | Section 8.5. Effect of Termination <omitted> (b) In the event that: <omitted> (iii) (A) this Agreement is terminated by either Parent or the Company pursuant to Section 8.2(b), Section 8.2(c) or by Parent pursuant to Section 8.4(a) in respect of (x) an Intentional Breach of this Agreement by the Company after receipt of the Acquisition Proposal referenced in
clause (B), (y) a curable breach of this Agreement that occurs prior to the receipt of the Acquisition Proposal referenced in clause (B) that the Company intentionally fails to cure or (z) an Intentional Breach of Section 6.3 at any time, (B) any Person has made an Acquisition Proposal to the Company (in the case of a termination pursuant to Section 8.4(a)) or has publicly disclosed an Acquisition Proposal after the date of this Agreement and prior to such termination (in the case of a termination pursuant to Section 8.2(b) or Section 8.2(c)) (unless withdrawn (in the case of any publicly disclosed Acquisition Proposal, publicly withdrawn) prior to such termination), (C) in the case of a termination pursuant to Section 8.2(b) or Section 8.2(c), the conditions described in Paragraphs 1(b), 1(c) and 1(d) of Annex I (with respect to Paragraphs 1(c) and 1(d), solely to the extent such restraint or Action arises under the HSR Act or any Antitrust Law) have been satisfied or waived at the time of termination, and (D) within twelve (12) months after such termination, the Company enters into an Alternative Acquisition Agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated (provided, that, for purposes of clause (D) of this Section 8.5(b)(iii), references to “20%” in the definition of Acquisition Proposal will be substituted for “50%” and clause (c) of such definition shall be disregarded); then, in any such case, the Company shall pay Parent a termination fee of $345 million (the “Termination Fee”), by wire transfer of immediately available funds to the account or accounts designated by Parent. Any payment required to be made <omitted> (3) pursuant to clause (iii) of this Section 8.5(b), will be paid to Parent concurrently with the execution of the Alternative Acquisition Agreement referenced therein or, if no Alternative Acquisition Agreement is entered into, upon consummation of the Acquisition Proposal referenced therein. (Pages 30-31) | “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_51 | Section 8.3 Expenses and Other Payments. <omitted> (d) If (i) (A) Parent or the Company terminates this Agreement <omitted> (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Termination Fee. (Page 45) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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_3 | SECTION 9.03 Fees and Expenses. <omitted> (a) If this Agreement shall be terminated:
( i ) (A) (x) by the Company or Parent pursuant to Section 9.01(b)(ii), (y) by Parent pursuant to Section 9.01(c)(i) (and only in circumstances where the Company Stockholders’ Meeting has not been held) or Section 9.01(c)(iii) or (z) by the Company pursuant to Section 9.01(d)(i) (and only in circumstances where the Company Stockholders’ Meeting has not been held), (B) after the date of this Agreement an Acquisition Proposal shall have been (x) publicly made (in the case of clauses (A)(x), (A)(y) or (A)(z)),
73 or (y) made known to the Company Board (in the case of clauses (A)(y) or (A)(z) only), and not withdrawn prior to (i) the Company Stockholders’ Meeting (if the Company Stockholders’ Meeting was held) or (ii) such termination (if the Company Stockholders’ Meeting was not held) and (C) within twelve (12) months following the Termination Date the Company consummates a transaction contemplated by any such Acquisition Proposal or that would have otherwise constituted an Acquisition Proposal if announced or made known to the Company Board prior to the Termination Date, then, the Company shall pay to Parent (or its designee) the amount of $30,000,000 (the “Company Termination Fee”) in accordance with Section 9.03(b); (Page 35) | “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_34 | Section 8.2 Effect of Termination; Financing Sources.
<omitted>
(b) If this Agreement is terminated
<omitted>
(B) at any time on or prior to the first anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or any transactions contemplated by any Company Takeover Proposal are consummated (Page 68) | “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_121 | Section 9.3 Fees and Expenses. <omitted> (b) In the event that: (i) (A) (I)(x) this Agreement is terminated by Company or Parent pursuant to Section 9.1(b)(i) or by Parent pursuant to Section 9.1(c)(i), and after the date hereof and (in the case of termination pursuant to Section 9.1(c)(i)) prior to the breach giving rise to such right of termination, a Company Acquisition Proposal (with, for all purposes of this Section 9.3(b)(i), all percentages included in the definition of “Company Acquisition Proposal” increased to 50%) has been announced, disclosed, or otherwise communicated or made known (whether or not publicly) to the Company Board or made known publicly to Company’s stockholders, or any Person shall have publicly announced an intention (whether or not conditional) to make such a Company Acquisition Proposal, or (y) this Agreement is terminated by Company or Parent pursuant to Section 9.1(b)(iii), and prior to the Company Stockholder Meeting, a Company Acquisition Proposal has been publicly announced, disclosed, or otherwise communicated or made known to the Company Board or to Company’s stockholders or any Person shall have publicly announced, disclosed or otherwise communicated or made known an intention (whether or not
121
conditional) to make such a Company Acquisition Proposal, and in each such case in this clause (y), such Company Acquisition Proposal or intention has not been irrevocably withdrawn publicly, and (II) within twelve (12) months after the date of such termination referred to in this Section 9.3(b)(i), a transaction in respect of a Company Acquisition Proposal is consummated or Company enters into a definitive agreement in respect of a Company Acquisition Proposal that is later consummated;
<omitted>
Subject to Section 9.3(f) and(g), payment of the Company Termination Fee or Parent Expense Base Amount, as applicable, shall be made bywire transfer of same day funds to the account or accounts designated by Parent (i) at the time of consummation of any transaction contemplated by aCompany Acquisition Proposal, in the case of a Company Termination Fee payable pursuant to Section 9.3(b)(i)(A), (ii) as promptly as reasonablypracticable after termination (and, in any event, within two (2) Business Days thereof), in the case of a Company Termination Fee payable pursuant toSection 9.3(b)(i)(B), (iii) at the time of termination, in the case of a Company Termination Fee payable pursuant to Section 9.3(b)(i)(C) and as a condition tothe effectiveness of such termination, as set forth in Section 9.1(d)(iii), and (iv) as promptly as reasonably practicable after termination (and, in any event,within two (2) Business Days after receipt of documentation evidencing the Parent Expense Base Amount), in the case of the Parent Expense Base Amountpayable pursuant to Section 9.3(b)(ii). (Page 61) | “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_139 | Section 9.1. Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned, at anytime before the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted>
(h) by either Parent or the Company, if the Company Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval shall not have been obtained. <omitted>
Section 9.2. Effect of Termination. <omitted> (b) Termination Fee. (i) If (A) Parent or the Company terminates this Agreement pursuant to Section 9.1(h), (B) after the date hereof and prior to the date of such termination, a bona fide Acquisition Proposal is publicly disclosed (whether by the Company or a third party) and not publicly withdrawn at least two (2) business days prior to the Company Stockholders’ Meeting, and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent the Termination Fee.
<omitted>
(vi) Solely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be deemed to be references to “fifty percent (50%).” (Page 76)
Section 9.1. Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned, at anytime before the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): <omitted>
(d) by either Parent or the Company, in the event that the Effective Time has not occurred on or before the date that is nine(9) months after the date hereof (the “Outside Date”); <omitted>
Section 9.2. Effect of Termination. <omitted> (b) Termination Fee. <omitted> (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not withdrawn prior to such termination, (B) (I) Parent or the Company terminates this Agreement pursuant to Section 9.1(d) or (II) Parent terminates this Agreement pursuant to Section 9.1(c)(ii)(A) due to a breach of, or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the receipt of such Acquisition Proposal and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent the Termination Fee, unless, in the case of a termination pursuant to Section 9.1(d), Parent owes the Parent Termination Fee to the Company in accordance with Section 9.2(c), in which case Parent shall pay the Parent Termination Fee to the Company in accordance with Section 9.2(c) and no Termination Fee shall be payable by the Company. <omitted> (vi) Solely for purposes of Section 9.2(b)(i) and Section 9.2(b)(ii), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be deemed to be references to “fifty percent (50%).” (Page 76) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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_82 | Section 7.4 Company Termination Fees. (a) In the event that <omitted> (C) within twelve (12) months following the termination of this Agreement, a Competing Acquisition Transaction is consummated or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, then within two (2) Business Days after the earlier of the entry into an Alternative Acquisition Agreement and the consummation of a Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee. (Page 54) | “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_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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
main | contract_20 | Section 9.3 Expenses and Other Payments. <omitted> (d) If (i) (A) either the Company or Parent terminates this Agreement pursuant to Section 9.1(b)(iv) (Failure to Obtain Company Stockholder Approval) or (B) Parent terminates this Agreement pursuant to Section 9.1(b)(iii) (Company Terminable Breach), (ii) on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed or otherwise publicly communicated to the Company Board or the Company Stockholders (and such Company Competing Proposal shall not have been publicly withdrawn on a bona fide basis without qualification (x) at least three (3) Business Days prior to the Company Stockholders Meeting (with respect to a termination pursuant to Section 9.1(b)(iv)) or (y) prior to the date of any such termination (with respect to a termination pursuant to Section 9.1(b)(iii)), and (iii) within 12 months after the date of such termination, the Company or any Subsidiary of the Company enters into a definitive agreement with respect to any Company Competing Proposal or consummates any Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 9.3(c). (Pages 80-81) | “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_95 | 8.2 Effect of Termination. <omitted> (b) Termination Fee. (i) If (A) Tyler or NIC terminates this Agreement <omitted> (C) within 12 months of such termination, an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into, then on or prior to the date any such Acquisition Proposal is consummated, NIC shall pay to Tyler a fee of fifty-five million dollars ($55,000,000) in cash (the “Termination Fee”). (Page 50) | “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_22 | 9.5. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated <omitted> (B) within 12 months after such termination, the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement with respect to, or the Company Board shall have approved or recommended to the Company’s stockholders or otherwise not opposed, any Acquisition Proposal that is later consummated (regardless of whether or not such consummation happens prior to or following the end of such 12 month period) (provided, that solely for purposes of this clause (i), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Annex A, except that the reference to “15%” in such definition shall be replaced with a reference to “50%”), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds concurrently with the consummation of such Acquisition Proposal (Page 61) | “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_113 | Section 8.5. Effect of Termination.
<omitted>
(b) In the event that:
<omitted>
(iii) (A) this Agreement is terminated
<omitted>
(C) within twelve (12) months after such termination, the Company enters into an Alternative Acquisition Agreement with respect to an Acquisition Proposal (and the transactions contemplated by such Acquisition Proposal are subsequently consummated) or the Acquisition Proposal is consummated (provided, that, for purposes of clause (C) of this Section 8.5(b)(iii), references to “20%” in the definition of Acquisition Proposal will be substituted for “50%”);
Then, in any such case, the Company shall pay Parent a termination fee of $30,000,000.00, (Page 58) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 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_26 | 8.3 Fees and Expenses.
<omitted>
(b) Company Payments.
<omitted>
(i) If (A) this Agreement is validly terminated pursuant to (x) Section 8.1(c) at a time when the Requisite Stockholder Approval has not been obtained and the conditions set forth in Section 7.1(b) or Section 7.1(c) (to the extent due to an injunction relating to Antitrust Laws that constitute Required Approvals or Required Investment Screening Laws) have not been satisfied (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the limitations set forth in Section 8.1(c)(i) or Section 8.1(c)(ii)) or Section 8.1(d) or (y) by Parent pursuant to Section 8.1(e) (each, an “Applicable Termination”); (B) following the execution and delivery of this Agreement and prior to an Applicable Termination, an Acquisition Proposal has been publicly announced or disclosed (and, solely with respect to a termination pursuant to Section 8.1(d), such Acquisition Proposal has not been publicly withdrawn or otherwise publicly abandoned at least five (5) Business Days prior to the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Merger); and (C) within twelve (12) months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will substantially concurrently with the earlier of the execution of such definitive agreement and the consummation of such Acquisition Transaction, pay to Parent (or its designee(s)) an amount equal to $171,734,000.00 (the “Company Termination Fee”), in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. (Page 77) | “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 |
abridged | contract_4 | Section 9.04 Fees and Expenses. <omitted>
(b) In the event that: <omitted> (iii) this Agreement is terminated
<omitted> and
(B) within twelve months after the date of such termination, the Company either (1) enters into a definitive agreement in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above) and such Acquisition Proposal is consummated or (2) consummates any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above); provided that for purposes of this subsection (iii), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”; (Page 89) | “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 |
abridged | contract_4 | Section 9.04 Fees and Expenses. <omitted>
(b) In the event that: <omitted> (iii) this Agreement is terminated
<omitted> and
(B) <omitted> the Company either (1) enters into a definitive agreement in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above) and such Acquisition Proposal is consummated or (2) consummates any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above) (Page 89) | “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 |
abridged | contract_9 | Section 7.5. Effect of Termination and Abandonment. <omitted>
(b) In the event that: (i) (A) this Agreement is terminated pursuant to Section 7.2(a), Section 7.2(b) or Section 7.4(b); <omitted>
(C) within twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement for an Acquisition Proposal that is subsequently consummated (whether consummated within such twelve (12)-month period or thereafter), then the Company shall, on the date such Acquisition Proposal is consummated, pay the Company Termination Fee to Parent (or its designee) by wire transfer of same day funds to one or more accounts designated by Parent; (Page 31) | “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 |
abridged | contract_9 | Section 7.5. Effect of Termination and Abandonment. <omitted>
(b) In the event that: (i) (A) this Agreement is terminated <omitted>
(C) <omitted> the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement for an Acquisition Proposal that is subsequently consummated (whether consummated within such twelve (12)-month period or thereafter), (Page 31) | “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 |
abridged | contract_10 | Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (B) within twelve (12) months after such termination, any Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to any Company Acquisition Proposal that is subsequently consummated (Page 88) | “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 |
abridged | contract_10 | Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated <omitted> (B) <omitted> any Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to any Company Acquisition Proposal that is subsequently consummated (Page 88) | “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 |
abridged | 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 |
abridged | 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 <omitted> or (2) the Company enters into a definitive agreement providing for a Competing Proposal (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 |
abridged | contract_22 | 9.5. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated <omitted> (B) within 12 months after such termination, the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement with respect to, or the Company Board shall have approved or recommended to the Company’s stockholders or otherwise not opposed, any Acquisition Proposal that is later consummated (regardless of whether or not such consummation happens prior to or following the end of such 12 month period) (provided, that solely for purposes of this clause (i), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Annex A, except that the reference to “15%” in such definition shall be replaced with a reference to “50%”), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds concurrently with the consummation of such Acquisition Proposal (Page 61) | “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 |
abridged | contract_22 | 9.5. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated <omitted> (B) <omitted> the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement with respect to, or the Company Board shall have approved or recommended to the Company’s stockholders or otherwise not opposed, any Acquisition Proposal that is later consummated (regardless of whether or not such consummation happens prior to or following the end of such 12 month period) (Page 61) | “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 |
abridged | contract_23 | Section 9.03 Termination Payments.
(a) If this Agreement is terminated:
<omitted>
(iii) <omitted> (B) within 12 months after the date of such termination of this Agreement, the Company or any of its Affiliates enters into a definitive agreement relating to, or consummates, a Company Acquisition Proposal (for purposes of this Section 9.03(a)(iii), all references in the definition of “Company Acquisition Proposal” to “twenty percent (20%)” being replaced by “fifty percent (50%)”) (whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced); (Page 107) | “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 |
abridged | contract_23 | Section 9.03 Termination Payments.
(a) If this Agreement is terminated:
<omitted>
(iii) <omitted> (B) <omitted> the Company or any of its Affiliates enters into a definitive agreement relating to, or consummates, a Company Acquisition Proposal <omitted> (whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced); (Page 107) | “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 |
abridged | contract_24 | 8.3 Expenses and Other Payments. <omitted> (e) If (i)(A) Labrador or Golden terminates this Agreement <omitted> (ii)within nine months after the date of such termination, Golden enters into a definitive agreement with respect to a Golden Competing Proposal or consummates a Golden Competing Proposal, then Golden shall pay Labrador the Termination Fee less any amount previously paid by Golden pursuant to Section 8.3(d)(i). (Page 46) | “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 |
abridged | contract_24 | 8.3 Expenses and Other Payments. <omitted> (e) If (i)(A) Labrador or Golden terminates this Agreement <omitted> (ii) <omitted> Golden enters into a definitive agreement with respect to a Golden Competing Proposal or consummates a Golden Competing Proposal (Page 46) | “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 |
abridged | contract_32 | 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated <omitted> (z) within six (6) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such six (6)-month period) or consummated an Acquisition Proposal; provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”;
then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Company shall pay to Parent or its designee the Termination Fee by wire transfer of same day funds (Page 59) | “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 |
abridged | contract_32 | 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated <omitted> (z) <omitted> the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such six (6)-month period) or consummated an Acquisition Proposal (Page 59) | “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 |
abridged | contract_34 | Section 8.2 Effect of Termination; Financing Sources.
<omitted>
(b) If this Agreement is terminated
<omitted>
(B) at any time on or prior to the first anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or any transactions contemplated by any Company Takeover Proposal are consummated (Page 68) | “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 |
abridged | contract_34 | Section 8.2 Effect of Termination; Financing Sources.
<omitted>
(b) If this Agreement is terminated
<omitted>
(B) <omitted> the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or any transactions contemplated by any Company Takeover Proposal are consummated (Page 68) | “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 |
abridged | contract_51 | Section 8.3 Expenses and Other Payments. <omitted> (d) If (i) (A) Parent or the Company terminates this Agreement <omitted> (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Termination Fee. (Page 45) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_51 | Section 8.3 Expenses and Other Payments. <omitted> (d) If (i) (A) Parent or the Company terminates this Agreement <omitted> (ii) <omitted> the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal (Page 45) | “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 |
abridged | contract_64 | Section 6.2 Effect of Termination; Termination Fees. <omitted> (b) In the event that: <omitted> (ii) this Agreement is validly terminated <omitted> (B) within 12 months after such termination, the Company enters into a definitive Contract with respect to an Acquisition Proposal or consummates an Acquisition Proposal (which need not be the same Acquisition Proposal that was made, announced or publicly known prior to the termination of this Agreement) (provided that for all purposes of this Section 6.2(b)(ii), the term Acquisition Proposal shall have the meaning assigned to such term in Exhibit A, except that the references to “15%” shall be deemed to be references to 50%), then the Company shall pay to Parent the Termination Fee concurrently with entering into a definitive Contract or the consummation of such Acquisition Proposal. (Page 29) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_64 | Section 6.2 Effect of Termination; Termination Fees. <omitted> (b) In the event that: <omitted> (ii) this Agreement is validly terminated <omitted> (B) <omitted> the Company enters into a definitive Contract with respect to an Acquisition Proposal or consummates an Acquisition Proposal (which need not be the same Acquisition Proposal that was made, announced or publicly known prior to the termination of this Agreement) (Page 29) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_73 | 8.3 Expenses; Termination Fees.
<omitted>
(d) If: (i) this Agreement is terminated
<omitted>
(iii) within 12 months after the date of such termination of this Agreement, a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is consummated or a definitive agreement providing for a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is executed, then the Company shall pay to Marvell the Company Termination Fee in cash; (Page 99) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_73 | 8.3 Expenses; Termination Fees.
<omitted>
(d) If: (i) this Agreement is terminated
<omitted>
(iii) <omitted> a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is consummated or a definitive agreement providing for a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is executed (Page 99) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_79 | 8.3 Expenses and Other Payments. <omitted> (f) If <omitted> (ii) within twelve (12) months after the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to a Company Alternative Transaction or consummates a Company Alternative Transaction (with any reference in the definition of Company Alternative Transaction to “20%” deemed to be a reference to “50%”), then immediately prior to or concurrently with the occurrence of either of the events described in the foregoing clauses, the Company shall pay Parent the Company Termination Fee (less any amount previously paid by the Company pursuant to Section 8.3(h)) in cash by wire transfer of immediately available funds to an account designated by Parent. (Page 72) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_79 | 8.3 Expenses and Other Payments. <omitted> (f) If <omitted> (ii) <omitted> the Company or any of its Subsidiaries enters into a definitive agreement with respect to a Company Alternative Transaction or consummates a Company Alternative Transaction (Page 72) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_82 | Section 7.4 Company Termination Fees. (a) In the event that <omitted> (C) within twelve (12) months following the termination of this Agreement, a Competing Acquisition Transaction is consummated or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, then within two (2) Business Days after the earlier of the entry into an Alternative Acquisition Agreement and the consummation of a Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee. (Page 54) | “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 |
abridged | contract_82 | Section 7.4 Company Termination Fees. (a) In the event that <omitted> (C) <omitted> a Competing Acquisition Transaction is consummated or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, (Page 54) | “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 |
abridged | contract_90 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> (ii) on or prior to the date that is twelve months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause “(B),” each reference to “25%” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “50%”), then, within two Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (Page 69) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_90 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> (ii) <omitted> either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (Page 69) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_85 | SECTION 8.3 Termination Fee. (a) The Company shall pay to Parent the Company Termination Fee if: <omitted>
(C) within twelve (12) months of such termination, the Company enters into a definitive Contract to consummate any Company Acquisition Proposal or any Company Acquisition Proposal is consummated (provided that, for the purposes of this Section 8.3(a)(ii)(C) only, the term “Company Acquisition Proposal” shall have the meaning assigned to such term, except that all references to “twenty percent (20%)” therein shall be deemed to be references to “fifty percent (50%)”); (Page 65) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
abridged | contract_85 | SECTION 8.3 Termination Fee. (a) The Company shall pay to Parent the Company Termination Fee if: <omitted>
(C) <omitted> the Company enters into a definitive Contract to consummate any Company Acquisition Proposal or any Company Acquisition Proposal is consummated (Page 65) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
abridged | contract_96 | Section 7.3 Fees and Expenses. (a) In the event that:
<omitted>
(B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(b)(ii), or Section 7.1(b)(iii), by the Company pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), or by Parent pursuant to Section 7.1(c)(i), then if, concurrently with or within twelve (12) months after the date of any such termination, any of the Acquired Companies enters into a definitive agreement with respect to any Company Competing Proposal or any transaction if offered prior to the termination of this Agreement would have constituted a Company Competing Proposal, the Company shall pay to Parent or its designee by wire transfer of immediately available funds to the account or accounts designated by Parent or such designee the Termination Fee substantially concurrently with the entry into such definitive agreement; (Page 67) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 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 |
abridged | contract_96 | Section 7.3 Fees and Expenses. (a) In the event that:
<omitted>
(B) <omitted> any of the Acquired Companies enters into a definitive agreement with respect to any Company Competing Proposal or any transaction if offered prior to the termination of this Agreement would have constituted a Company Competing Proposal (Page 67) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 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 |
abridged | contract_95 | 8.2 Effect of Termination. <omitted> (b) Termination Fee. (i) If (A) Tyler or NIC terminates this Agreement <omitted> (C) within 12 months of such termination, an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into, then on or prior to the date any such Acquisition Proposal is consummated, NIC shall pay to Tyler a fee of fifty-five million dollars ($55,000,000) in cash (the “Termination Fee”). (Page 50) | “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 |
abridged | contract_95 | 8.2 Effect of Termination. <omitted> (b) Termination Fee. (i) If (A) Tyler or NIC terminates this Agreement <omitted> (C) <omitted> an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into (Page 50) | “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 |
abridged | contract_100 | 8.3. Fees and Expenses.
<omitted>
(b) Termination Fee. (i) Future Transaction. If (A) this Agreement is terminated
<omitted>
(C) within one year of such termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will promptly (and in any event within two Business Days) after the earlier of the (1) entry into such definitive agreement or (2) consummation of such Acquisition Transaction pay to Parent (or its designee) an amount equal to $515,000,000 (the “Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.” (Page 90) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_100 | 8.3. Fees and Expenses.
<omitted>
(b) Termination Fee. (i) Future Transaction. If (A) this Agreement is terminated
<omitted>
(C) <omitted> an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction (Page 90) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_110 | Section 8.4 Fees and Expense Reimbursement. <omitted>
(C) the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal within 12 months after the date this Agreement is terminated, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the earliest date of when such definitive agreement is executed or such Company Acquisition Proposal is consummated. (Page 87) | “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 |
abridged | contract_110 | Section 8.4 Fees and Expense Reimbursement. <omitted>
(C) the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal (Page 87) | “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 |
abridged | contract_113 | Section 8.5. Effect of Termination.
<omitted>
(b) In the event that:
<omitted>
(iii) (A) this Agreement is terminated
<omitted>
(C) within twelve (12) months after such termination, the Company enters into an Alternative Acquisition Agreement with respect to an Acquisition Proposal (and the transactions contemplated by such Acquisition Proposal are subsequently consummated) or the Acquisition Proposal is consummated (provided, that, for purposes of clause (C) of this Section 8.5(b)(iii), references to “20%” in the definition of Acquisition Proposal will be substituted for “50%”);
Then, in any such case, the Company shall pay Parent a termination fee of $30,000,000.00, (Page 58) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 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 |
abridged | contract_113 | Section 8.5. Effect of Termination.
<omitted>
(b) In the event that:
<omitted>
(iii) (A) this Agreement is terminated
<omitted>
(C) <omitted> the Company enters into an Alternative Acquisition Agreement with respect to an Acquisition Proposal (and the transactions contemplated by such Acquisition Proposal are subsequently consummated) or the Acquisition Proposal is consummated (Page 58) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 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 |
abridged | contract_114 | Section 8.3 Termination Fees. (a) Company Termination Fee. If <omitted> this Agreement is terminated <omitted> (C) concurrently with or within twelve (12) months after such termination, the Company shall have (1) consummated any Alternative Acquisition Proposal or (2) entered into a definitive agreement providing for (and later consummated) any Alternative Acquisition Proposal, then, in each case, the Company shall pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $368,946,000 in cash (the “Company Termination Fee”); (Page 59) | “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 |
abridged | contract_114 | Section 8.3 Termination Fees. (a) Company Termination Fee. If <omitted> this Agreement is terminated <omitted> (C) <omitted> the Company shall have (1) consummated any Alternative Acquisition Proposal or (2) entered into a definitive agreement providing for (and later consummated) any Alternative Acquisition Proposal (Page 59) | “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 |
abridged | contract_115 | Section 8.02 Fees and Expenses. <omitted> (ii) If this Agreement is terminated <omitted> (B) within twelve (12) months of such termination, the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (whether or not within such twelve (12) month period), then the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee; provided that for the purposes of this Section 8.02(b)(ii), all references in the term Takeover Proposal to “10% or more” shall be deemed to be references to “more than 50%.” If the Company Termination Fee is payable, the Company Termination Fee shall be paid upon the consummation of such Takeover Proposal by wire transfer of immediately available funds to an account designated by Parent in writing. For purposes of clause (A) of this Section 8.02(b)(ii), any Takeover Proposal deemed to have been made pursuant to the Amended and Restated Stockholder Support and Contingent Sale Agreement, dated as of August 17, 2020, by and among certain of the Company’s shareholders and the other parties thereto will be considered to have been withdrawn absent subsequent action on or after the date of this Agreement by any party thereto that would constitute a Takeover Proposal. (Page 59) | “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 |
abridged | contract_115 | Section 8.02 Fees and Expenses. <omitted> (ii) If this Agreement is terminated <omitted> the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (Page 59) | “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 |
abridged | contract_120 | 8.3 Fees and Expenses. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) within nine (9) months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, which is thereafter consummated, then the Company will concurrently with the consummation of such Acquisition Transaction pay to Parent an amount equal to $288,000,000 (the “Company Termination Fee”) (Page 99) | “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 |
abridged | contract_120 | 8.3 Fees and Expenses. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) <omitted> an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, which is thereafter consummated (Page 99) | “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 |
abridged | contract_122 | 6.3 Termination Fees. <omitted>
(b) If this Agreement is terminated by Parent or the Company <omitted>
(ii) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being 70
understood that, for purposes of this clause “(B),” each reference to “twenty percent (20%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (Pages 74-75) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_122 | 6.3 Termination Fees. <omitted>
(b) If this Agreement is terminated by Parent or the Company <omitted>
(ii) <omitted> either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (Pages 74-75) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 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 |
abridged | contract_133 | Section 8.2. Effect of Termination. <omitted>
(d) If (A) this Agreement is terminated <omitted>
(C) within twelve months following such termination of this Agreement, either a transaction contemplated by such Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of a transaction contemplated by such Acquisition Proposal and such transaction is subsequently consummated, then the Company shall promptly (and in any event within three Business Days after such consummation) pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, which shall be promptly provided by Parent. (Page 74) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 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 |
abridged | contract_133 | Section 8.2. Effect of Termination. <omitted>
(d) If (A) this Agreement is terminated <omitted>
(C) <omitted> either a transaction contemplated by such Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of a transaction contemplated by such Acquisition Proposal and such transaction is subsequently consummated (Page 74) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 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 |
abridged | contract_134 | Section 11.05. Expenses. <omitted> (a) Termination Fees. <omitted> (iii) If <omitted> this Agreement is terminated <omitted> (C) within nine (9) months after such termination, the Company enters into a definitive agreement with respect to an Acquisition Proposal and, at any time thereafter, consummates such Acquisition Proposal, then the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date of consummation of such Acquisition Proposal. (Page 41) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
abridged | contract_134 | Section 11.05. Expenses. <omitted> (a) Termination Fees. <omitted> (iii) If <omitted> this Agreement is terminated <omitted> (C) <omitted> the Company enters into a definitive agreement with respect to an Acquisition Proposal and, at any time thereafter, consummates such Acquisition Proposal (Page 41) | “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | 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 + No-Vote / MTC Failure Trigger | Tail Period & Acquisition Proposal Details | 107-2 | Deal Protection and Related Provisions |
abridged | contract_140 | Section 7.2 Effect of Termination. <omitted> (b) VEREIT Termination Fee. <omitted> (iii) In the event that <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, VEREIT either (1) consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or (2) enters into an Acquisition Agreement, then VEREIT shall, on the earlier of the date such transaction is consummated or the date such Acquisition Agreement is entered into, pay to Realty Income a one-time fee equal to the VEREIT Termination Fee less the amount of any Realty Income Expense Reimbursement previously paid to Realty Income (if any) pursuant to Section 7.2(b)(iv)
(provided that, for purposes of this clause (C), each reference to “20%” in the definitions of “Acquisition Proposal” and “Acquisition Agreement” shall be deemed to be a reference to “50.1%”). (Pages 40-41) | “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 |
abridged | contract_140 | Section 7.2 Effect of Termination. <omitted> (b) VEREIT Termination Fee. <omitted> (iii) In the event that <omitted> (C) <omitted> VEREIT either (1) consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or (2) enters into an Acquisition Agreement (Pages 40-41) | “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 |
abridged | contract_149 | Section 7.3 Termination Fees.
(a) If this Agreement is terminated <omitted>
(B) within twelve (12) months after such termination, a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal (provided, however, that for purposes of this Section 7.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”);
then, in each such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, onthe earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause(ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or concurrently with the termination of this Agreement. (Page 36) | “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 |
abridged | contract_149 | Section 7.3 Termination Fees.
(a) If this Agreement is terminated <omitted>
(B) <omitted> a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal. <omitted> Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, onthe earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause(ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or concurrently with the termination of this Agreement. (Page 36) | “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_73 | 8.3 Expenses; Termination Fees.
<omitted>
(d) If: (i) this Agreement is terminated
<omitted>
(iii) within 12 months after the date of such termination of this Agreement, a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is consummated or a definitive agreement providing for a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is executed, then the Company shall pay to Marvell the Company Termination Fee in cash; (Page 99) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | Deal Protection and Related Provisions |
main | contract_106 | 7.02 Effect of Termination and Abandonment. <omitted> (b) (i) The Company shall pay a termination fee of $8,500,000 (the “Termination Fee”) to Parent payable by wire transfer of immediately available funds to an account specified by Parent in the event of any of the following: <omitted> (3) within twelve (12) months of the termination of this Agreement, the Company enters into a definitive agreement with respect to or consummates an Acquisition Proposal; (Page 70) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | 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 + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | Deal Protection and Related Provisions |
main | contract_2 | Section 9.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated pursuant to Section 9.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the second proviso of Section 9.1(b)(i)) as a result of the failure to satisfy the Minimum Condition, (y) after the Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement and (z) within twelve (12) months of such termination, the Company shall have
consummated an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “a material portion” and “10% or more” in the definition of “Acquisition Proposal” shall be deemed to be references to “51% or more”); then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid, to Parent the Termination Fee (Pages 34-35) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | 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 + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | Deal Protection and Related Provisions |
main | contract_12 | Section 8.05. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated pursuant to this Article VIII: <omitted> (B) within 12 months after any such termination and abandonment, (1) the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement, (2) the Company Board shall have approved or recommended to the Company’s stockholders any Acquisition Proposal, and such Acquisition Proposal is subsequently consummated (regardless of whether such consummation occurs within such 12-month period), or (3) any Acquisition Proposal shall have been consummated (with “50 percent” being substituted in lieu of “15 percent” in each instance thereof in the definition of “Acquisition Proposal” referenced in the definition of “Alternative Acquisition Agreement” or otherwise for purposes of this Section 8.05(c)(i)(B)), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds upon the consummation of such Acquisition Proposal; (Page 87) | “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 + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | 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 | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | 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 + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | 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 + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | 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 + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | Deal Protection and Related Provisions |
main | contract_112 | 8.02 Effect of Termination and Abandonment; Enforcement of Agreement. <omitted>
(b) In the event that: <omitted> this Agreement is terminated <omitted>
(B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Premier Financial enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Premier Financial shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), a fee equal to $11,000,000 (the “Termination Fee”); (Page 69) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | 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 + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | 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 | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | Deal Protection and Related Provisions |
main | contract_7 | Section 8.2. Effect of Termination. <omitted> (b) In the event that: <omitted> (ii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(f) or by Parent pursuant to Section 8.1(e)(i) and (A) at any time after the date of this Agreement and prior to the taking of a vote to approve this Agreement at the Stockholders Meeting or any postponement or adjournment thereof an Acquisition Proposal shall have been made directly to the Company’s stockholders or an Acquisition Proposal shall have otherwise become publicly known or, in the case of a termination pursuant to Section 8.1(e)(i), an Acquisition Proposal shall have been provided to the Company or the Board of Directors (or a duly authorized committee thereof), and such Acquisition Proposal shall have not been withdrawn prior to such taking of a vote to approve this Agreement or, in the case of a termination pursuant to Section 8.1(e)(i), prior to the breach that forms the basis of such termination and (B) within nine (9) 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 is subsequently consummated, whether within such nine (9) month period or thereafter), then, in any such event, the Company shall pay to Parent (or its designee) the Company Termination Fee, such payment to be made within two (2) Business Days from the consummation of an Acquisition Proposal, by wire transfer of immediately available funds. For the purpose of this Section 8.2(b)(ii), all references in the definition of the term Acquisition Proposal to “15% or more” will be deemed to be references to “more than 50%”. (Page 80) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | Deal Protection and Related Provisions |
main | contract_101 | Section 7.5. Effect of Termination and Abandonment. <omitted> (b) In the event that: (i) (A) this Agreement is terminated <omitted> (C) within twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement for, and thereafter consummated (whether or not such consummation occurs within such twelve (12) month period), an Acquisition Proposal (whether or not involving the same Acquisition Proposal as that referred to in clause (B) above), then the Company shall, on the date on which such Acquisition Proposal is consummated, pay the Company Termination Fee to Parent (or its designees) by wire transfer of same day funds to one or more accounts designated by Parent; (Page 71) | “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | 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 + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | Deal Protection and Related Provisions |
main | contract_103 | SECTION 8.2 Effect of Termination
<omitted>
(b) In the event that:
<omitted>
(ii) this Agreement is terminated
<omitted>
(B) within twelve (12) months after such termination, the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or shall have consummated an Acquisition Proposal, then, in the event that the actions described in both clauses (A) and (B) above occur, the Company shall pay to Parent the Company Termination Fee, such payment to be made within two (2) Business Days following the earlier of the entry into such agreement in respect of, or consummation of, an Acquisition Proposal by wire transfer of immediately available funds. (Page 79) | No | 0 | Acquisition Proposal required to be publicly disclosed-Answer | “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | 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 + Outside Date Trigger | Tail Period & Acquisition Proposal Details | 107-3 | Deal Protection and Related Provisions |
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