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main | contract_119 | Section 11.04. Expenses.
<omitted>
(b) Termination Fee.
<omitted>
(ii) If (A) this Agreement is terminated (x) by Parent or the Company pursuant to Section 10.01(b)(i) or 10.01(b)(iii) or (y) by Parent pursuant to Section 10.01(c)(ii) as a result of any intentional breach of Section 6.03, (B) an Acquisition Proposal shall have been publicly announced after the date of this Agreement and not withdrawn (1) prior to the Company Shareholder Meeting, with respect to termination pursuant to 10.01(b)(iii) or (2) at least ten Business Days prior to the date of termination, with respect to any termination pursuant to Section 10.01(b)(i) or Section 10.01(c)(ii), and (C) within 12 months following the date of such termination, the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “25% or more” in the definition of Acquisition Proposal shall be deemed to be a reference to “more than 50%”), then the Company shall pay to Parent in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee. (Page 68) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_69 | 9.5. Notice of Termination; Effect of Termination.
<omitted>
(c) The Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, if this Agreement is terminated: (i) by either the Company or Parent pursuant to Section 9.2(a) (Outside Date) or Section 9.2(b) (Requisite Company Vote Not Obtained) and, in each case, (A) after the date of this Agreement an Acquisition Proposal (substituting fifty percent (50%) for the twenty-five percent (25%) threshold set forth in the definition of “Acquisition Proposal”) (a “Qualifying Transaction”) shall have been made to the Company, the Company Board or the Company’s stockholders or publicly announced or publicly proposed prior to, and not withdrawn at least five (5) Business Days prior to, the Company Shareholders Meeting, and (B) within twelve (12) months after any such termination the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, then the Company shall promptly pay such Company Termination Fee to Parent, but in no event later than two (2) Business Days after, and subject to, the consummation of such Qualifying Transaction; (Page 91) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_110 | Section 8.4 Fees and Expense Reimbursement. <omitted>
(C) the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal within 12 months after the date this Agreement is terminated, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the earliest date of when such definitive agreement is executed or such Company Acquisition Proposal is consummated. (Page 87) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_32 | 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated <omitted> (z) within six (6) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such six (6)-month period) or consummated an Acquisition Proposal; provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”;
then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Company shall pay to Parent or its designee the Termination Fee by wire transfer of same day funds (Page 59) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_70 | Section 8.06 Fees Following Termination
<omitted>
(b) If this Agreement is properly terminated:
<omitted>
(A) prior to such termination, a Takeover Proposal shall: (1) in the case of a termination in accordance with Section 8.02(a), have been publicly disclosed and not withdrawn prior to the effective date of termination or (2) in the case of a termination in accordance with Section 8.03(b), have been publicly disclosed or otherwise made or communicated to the Company or the Company Board and not withdrawn prior to the effective date of termination, and (B) within nine (9) months following the date of such termination of this Agreement the Company shall have entered into a definitive agreement with respect to any Takeover Proposal, or any Takeover Proposal shall have been consummated (in each case whether or not such Takeover Proposal is the same as the original Takeover Proposal made, communicated, or publicly disclosed), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee (it being understood for all purposes of this Section 8.06(b), all references in the definition of Takeover Proposal to “15%” shall be deemed to be references to “more than 50%” instead); (Page 73) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_86 | Section 7.02 Effect of Termination. <omitted>
(b) Company Payments. (i) If this Agreement is validly terminated <omitted>
(2) at any time within twelve (12) months after such termination, the Company (x) enters into a definitive Alternative Acquisition Agreement to effect any Competing Proposal or (y) consummates a Competing Proposal, (Page 25) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_57 | Section 9.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated pursuant to Section 9.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the third proviso of Section 9.1(b)(i)) as a result of the failure to satisfy the Minimum Condition, (y) after the Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement and (z) within twelve (12) months of such termination, the Company shall have consummated an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “80%”); then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid, to Parent the Termination Fee by wire transfer of same day funds to an account designed in writing by Parent (A) in the case of Section 9.3(b)(i), substantially concurrently with the termination of this Agreement (it being agreed that if such termination occurs on a day that is not a Business Day, “substantially concurrently” shall mean no later than on the next Business Day), (B) in the case of Section 9.3(b)(ii), within two (2) Business Days after such termination or (C) in the case of Section 9.3(b)(iii), within two (2) Business Days after the consummation of the Acquisition Proposal referred to in clause (z) above. (Page 39) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | 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) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | 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) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_133 | Section 8.2. Effect of Termination. <omitted>
(d) If (A) this Agreement is terminated <omitted>
(C) within twelve months following such termination of this Agreement, either a transaction contemplated by such Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of a transaction contemplated by such Acquisition Proposal and such transaction is subsequently consummated, then the Company shall promptly (and in any event within three Business Days after such consummation) pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, which shall be promptly provided by Parent. (Page 74) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | 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) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_91 | 8.3 Fees and Expenses. <omitted> (b) Company Payments. (i) Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c) at a time when the requisite stockholder approval has not been obtained, 8.1(d) or Section 8.1(e); (B) at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (D) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated at any time, then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time). For purposes of this Section 8.3(b)(i), all references to “15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “50 percent.” (Page 98) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_17 | 8.2 Effect of Termination.
<omitted>
(b) (i) In the event that <omitted> this Agreement is terminated <omitted> and <omitted>
(B) prior to the date that is twelve (12) months after the date of such termination, CIT enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then CIT shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay BancShares, by wire transfer of same-day funds, a fee equal to $64,000,000 (the “Termination Fee”); (Page 69) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | 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) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_76 | Section 7.3 Termination Fees.
(a) Company Termination Fee.
(i) If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (x) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the -89-
Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination in the case of clause (A) above, within three Business Days after such termination in the case of clause (B) above, or within three Business Days after the consummation of such Company Qualifying Transaction in the case of clause (C) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (Pages 94-95) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_128 | 8.3 Fees and Expenses. <omitted> (b) Company Payments. ( i ) If (A) this Agreement is validly terminated pursuant to (I) 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) 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 on the basis of Section 8.1(c)(i), Section 8.1(c)(ii) or the limitations set forth in the proviso of Section 8.1(d)), or (II) Section 8.1(e); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to the immediately preceding clause (A), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise abandoned; and (C) within twelve (12) months following the termination of this Agreement pursuant to the preceding clause (A), either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, as applicable, then the Company will concurrently with the consummation of such Acquisition Transaction pay to Parent an amount equal to $199,000,000 (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 96) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_98 | Section 7.3 Company Termination Fee and Expense Reimbursement. (a) If: <omitted> (ii) this Agreement is terminated <omitted> provided, that, in the case of this clause (ii), that (A) an Acquisition Proposal shall have been publicly announced or made publicly known (or, in the case of such a termination pursuant to Section 7.1(d), shall have been otherwise made known to the Company Board) after the date of this Agreement and shall not have been withdrawn (publicly, in the case of a termination pursuant to Section 7.1(c)) without qualification at least four Business Days prior to the Company Stockholders Meeting (in the case of a termination pursuant to Section 7.1(c)) or such termination (in the case of such a termination pursuant to Section 7.1(d)) and (B) within 12 months of the date this Agreement is so terminated, (x) the Company enters into a definitive agreement providing for an Acquisition Proposal, or (y) an Acquisition Proposal is consummated; provided, that for purposes of this Section 7.3(a)(ii), all references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”, then, in either the case of clause (i) or clause (ii) of this Section 7.3(a), the Company shall pay to Parent (or its designee), in cash, a payment in an amount equal to the Company Termination Fee in the case of Section 7.3(a) (i), as promptly as practicable (and, in any event, within two Business Days following such termination) and (B) in the case of Section 7.3(a)(ii), at or prior to the first to occur of (x) the entry into a definitive agreement providing for an Acquisition Proposal referred to therein and (y) the consummation of an Acquisition Proposal referred to therein.
-71 (Page 32) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_109 | 8.2 Effect of Termination. <omitted> (b) (i) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by wire transfer of same-day funds, a fee equal to two hundred and eighty million dollars ($280,000,000) (the “Termination Fee”); (Page 71) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_135 | Section 7.3 Termination Fees. (a) In the event that: (i) this Agreement is terminated by Company or Parent pursuant to Section 7.1(b)(ii) or by Parent pursuant to Section 7.1(c)(i) and (A) prior to the Company Stockholder Meeting, a Company Competing Proposal shall have been publicly disclosed and not publicly withdrawn prior to such termination date, and (B) within twelve (12) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to any Company Competing Proposal or (y) the transactions contemplated by any Company Competing Proposal are consummated, then the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee concurrently with, and contingent upon, the earlier of the entry into such agreement or the consummation of the transactions contemplated by such Company Competing Proposal regardless of the date of such consummation; (Page 41) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_29 | Section 7.3 Termination Fees <omitted> (a) If <omitted> (ii) (A) after the date and delivery of this Agreement and prior to the Company Stockholders’ Meeting, a Company Takeover Proposal (substituting 50% for the 20% threshold set forth in the definition of “Company Takeover Proposal”) (a “Qualifying Transaction”) shall have been publicly made and not withdrawn prior to the Company Stockholders’ Meeting (or any adjournment or postponement thereof), (B) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) (End Date) or Section 7.1(d) (Company Stockholder Approval), or by Parent pursuant to Section 7.1(f) (Company Breach), and (C) at any time on or prior to the twelve-
month anniversary of such termination, the Company or any of its Subsidiaries completes or enters into a definitive agreement with respect to such Qualifying Transaction, then the Company shall pay Parent the Company Termination Fee in immediately available funds (1) in the case of clause (i), prior to or concurrently with such termination or (2) in the case of clause (ii), upon the earlier of entry or consummation of such Qualifying Transaction. (Pages 31-32) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_33 | (d) If (i) (A) Isla or the Company terminates this Agreement pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval), and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed and not publicly withdrawn without qualification at least seven Business Days prior to the Company Stockholders Meeting or (B) Isla terminates this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach), and following the execution of this Agreement and on or before the date of any such termination, a Company Competing Proposal shall have been announced, disclosed or otherwise communicated to senior management of the Company or to the Company Board and (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or a Company Competing Proposal is consummated, then the Company shall pay Isla the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(c). <omitted> “Company Competing Proposal” means any contract, proposal, offer or indication of interest relating to any transaction or series of related transactions (other than transactions only with Isla or any of its Subsidiaries) (Pages 106-107) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_111 | 8.3 Fees and Expenses.
<omitted>
(i) If (A) this Agreement is validly terminated <omitted> (D) within one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or a Company Party enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company Parties will concurrently with the consummation of such Acquisition Transaction pay or cause to be paid to the Parent Entities (as directed by Parent I) an amount equal to $104,600,000 (the “Company Termination Fee”). (Page 91) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_5 | Section 10.03 Termination Payment. <omitted> (b) If (i) this Agreement is terminated <omitted> (iii) on or prior to the twelve-month anniversary of such termination of this Agreement: (A) a transaction constituting a Company Acquisition Proposal is consummated; or (B) a definitive agreement relating to a Company Acquisition Proposal is entered into by the Company or any of its Affiliates (in each case, whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced), then, the Company shall pay to Parent (or its designee) by way of compensation the Company Termination Payment no later than the consummation of such Company Acquisition Proposal; (Page 103) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_59 | Section 7.3 Fees and Expenses. <omitted> (b) Company-Paid Termination Fee (i) In the event that: <omitted> (1) this Agreement is terminated <omitted> (B) within twelve months after such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is ultimately consummated) <omitted> then, in any such case, the Company shall pay Parent a termination fee of $25,000,000 (the “Company-Paid Termination Fee”). (Page 65) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | 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) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_16 | Section 8.6 Termination Fee; Expense Reimbursements. (a) Termination Fee. <omitted> (iv) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) or Section 8.2(c), (ii) after the date of this Agreement and prior to the time of the Company Stockholders Meeting (or adjournment or postponement thereof) at which a vote was taken to adopt the Merger but the Company Stockholder Approval was not obtained, an Alternative Proposal shall have been publicly made, commenced or submitted or announced and not publicly and irrevocably withdrawn at least five Business Days prior to such Company Stockholders Meeting and (iii) the Company consummates a transaction with respect to any Alternative Proposal within 12 months after such termination, or signs a definitive agreement with respect to any Alternative Proposal within 12 months after such termination and such transaction is subsequently consummated, then the Company shall pay to Parent, within two Business Days following such consummation, the Termination Fee; provided that, solely for purposes of this Section 8.6(a)(iv), all references to “fifteen percent (15%)” in the definition of Alternative Proposal shall be deemed to be references to “fifty percent (50%).” (Page 69) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_97 | Section 11.04. Expenses. <omitted> (b) Termination Fee. <omitted>
(ii) If (A) this Agreement is terminated <omitted>
(C) within 12 months following the date of such termination, the Company shall have consummated a transaction for an Acquisition Proposal (provided that for purposes of this clause (C), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee. (Page 79) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_146 | SECTION 8.02 Effect of Termination; Termination Fees. <omitted>
(b) Termination Fees.(i) In the event <omitted>
(C) this Agreement is terminated by (1) either the Company or Parent pursuant to Section 8.01(b)(i) (End Date) or Section 8.01(b)(iii) (Company Stockholder Approval Not Obtained), or Parent pursuant to Section 8.01(d)(ii) (Company Breach), (2) after the execution of this Agreement and prior to the date of termination the Company has received a bona fide Company Takeover Proposal or a bona fide Company Takeover Proposal has been publicly disclosed and not withdrawn at least five (5) Business Days prior to such termination, and (3) within six (6) months of the date of termination by either the Company or Parent pursuant to Section 8.01(b)(i) (End Date) or within twelve (12) months of the date of any termination by either the Company or Parent pursuant to Section 8.01(b)(iii) (Company Stockholder Approval Not Obtained) or Parent pursuant to Section 8.01(d)(ii) (Company Breach), the Company enters into a definitive agreement with respect to, or consummates, any Company Takeover Proposal; provided that for purposes of this Section 8.02(b), the references to “15%” in the definition of “Company Takeover Proposal” shall be deemed to be references to “50%”; (Page 68) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_92 | Section 9.3 Termination Fees; Expenses. (a) Company Termination Fee.
<omitted>
(ii) In the event that this Agreement is terminated
<omitted>
(B) within twelve (12) months after such termination, the Company (x) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (y) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, less the amount of any Parent Expenses previously paid by the Company, concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two (2) Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “20%” and “80%” shall be replaced by “50%”. (Page 85)
(G) Section 9.3(a)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:
“In the event that this Agreement is terminated
<omitted>
(B) within twelve (12) months after such termination, the Company (x) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (y) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, less the amount of any Parent Expenses, or the Financing Failure Termination Fee, as applicable, previously paid by the Company, concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two (2) Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “20%” and “80%” shall be replaced by “50%”.” (Page 5) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_41 | Section 7.02 Effect of Termination. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) concurrently with or within twelve (12) months after the date of any such termination, (1) the Company or any Company Subsidiary enters into a definitive agreement to effect any Competing Proposal (regardless of when made or the counterparty thereto) with an aggregate equity purchase price (after giving effect to any reductions thereof for Indebtedness or similar adjustments) greater than the Aggregate Merger Consideration or (2) any Competing Proposal is consummated (regardless of when made or the counterparty thereto), then the Company shall pay to Parent or its designee the Company Termination Fee (I) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is the same person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then concurrently with the earlier of (a) the date of execution of any such definitive agreement and (b) the consummation of such Competing Proposal or (II) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is not the person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then the date of the consummation of such Competing Proposal. (Page 35) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_147 | Section 8.3 Termination Fees. (a) Company Termination Fee <omitted> (ii) In the event that this Agreement is terminated by Parent or the Company <omitted> (B) concurrently with, or within 12 months after, such termination, the Company either (I) consummates a transaction that constitutes an Acquisition Proposal or (II) enters into a definitive agreement to engage in a transaction that constitutes an Acquisition Proposal (provided that for all purposes of this Section 8.3(a)(ii), the term Acquisition Proposal shall have the meaning assigned to such term in Article I, except that the references to “20%” shall be deemed to be references to 50%), then the Company shall pay to Parent the Company Termination Fee concurrently with, and as a condition to, the earlier of the consummation of the applicable transaction and the entry into a definitive agreement with respect to the applicable transaction. (Page 51) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_18 | 8.2 Effect of Termination. <omitted>
(b) (i) In the event that <omitted> this Agreement is terminated <omitted>
(B) prior to the date that is twelve (12) months after the date of such termination, Cadence enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Cadence shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay BancorpSouth, by wire transfer of same- day funds, a fee equal to $118,000,000 (the “Termination Fee”); provided, that for purposes of this Section 8.2(b)(i), all references in the definition of Acquisition Proposal to “twenty-five percent (25%)” shall instead refer to “fifty percent (50%).” (Page 82) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_107 | SECTION 9.3. Termination Fee and Expenses. <omitted> (iii) (1) this Agreement is terminated <omitted> (3) the Company or any Company Subsidiary consummates an Acquisition Proposal within 12 months after such termination or the Company or any Company Subsidiary enters into a definitive agreement within 12 months after such termination in either case to effect an Acquisition Proposal (replacing “15%” in the definition thereof with “50%”); (Page 86) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | 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) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_126 | Section 8.2. Effect of Termination. <omitted> (i) If (A) Parent or the Company terminates this Agreement <omitted> (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date any such Acquisition Proposal is consummated and (y) the date of entry in any such definitive agreement, the Company shall pay to Parent a fee of nine hundred million dollars ($900,000,000) in cash (the “Termination Fee”). (Page 86) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_78 | (i) If (A) Parent or the Company terminates this Agreement pursuant to Section 9.1(c), Section 9.1(d) or Section 9.1(g), (B) in the case of termination pursuant to Section 9.1(d), all of the conditions set forth in Section 8.1 and Section 8.3 (other than Section 8.3(c)) shall have been satisfied or waived, and (C) (x) a bona fide Acquisition Proposal (other than any Acquisition Proposal described in clause (iii)(x) of the definition of such term) shall have been made to the Company or publicly disclosed after the date of this Agreement and not withdrawn prior to the date of such termination or (y) a bona fide Acquisition Proposal described in clause (iii)(x) of the definition of such term shall have been made to the Company or shall have been publicly disclosed (and in either such event, with respect to which any director, officer or employee at the level of Senior Director or above of the Company has actual knowledge) after the date of this Agreement and not withdrawn or expressly rejected by the Company prior to the date of such termination, and (D) any Acquisition Proposal is consummated within twelve (12) months of such termination or the Company enters into a definitive agreement within twelve (12) months of such termination to effect any Acquisition Proposal, then on the date of such consummation or such entry into a definitive agreement, the Company shall pay a fee of $15,496,000 in cash (the “Termination Fee”). (Page 29) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_150 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> (ii) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause (B), each reference to “twenty-five percent (25%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Company Termination Fee. (Page 88) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_27 | Section 7.3 Termination Fee; Expenses.
(a) If this Agreement is terminated:
<omitted>
(C) within 12 months of the termination of this Agreement, the Company or any of its Subsidiaries enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Company Takeover Proposal with a third party; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two Business Days of such termination, or in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the entry into a definitive agreement with respect to the transactions contemplated by such Company Takeover Proposal and the consummation of such transactions (Page 96) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_75 | Section 7.4 Company Termination Fees.
(a) In the event that (A) this Agreement is terminated pursuant to Section 7.1(c), (B) following the execution of this Agreement and prior to the time at which a vote is taken on the adoption of this Agreement at the Stockholders Meeting (or an adjournment or postponement thereof) an offer or proposal for a Competing Acquisition Transaction is publicly announced or shall become publicly known and is not publicly withdrawn prior to the Stockholders Meeting and (C) within twelve (12) months following the termination of this Agreement pursuant to Section 7.1(c), the foregoing Competing Acquisition Transaction is consummated or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, then within two (2) Business Days after the earlier of the entry into an Alternative Acquisition Agreement and the consummation of such Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee. “ Company Termination Fee” means an amount equal to $60,125,000. <omitted>
(b) In the event that (A) this Agreement is terminated pursuant to Section 7.1(b) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 7.1(b) or Section 7.1(g) as a result of the material breach of the Company’s covenants and agreements set forth in Section 5.3, (B) any Person shall have publicly disclosed an offer or proposal for a Competing Acquisition Proposal after the date hereof and shall not have publicly withdrawn such offer or proposal for a Competing Acquisition Proposal prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 7.1(b), the date that is two (2) Business Days prior to the Termination Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 7.1(g), the time of the breach or failure to perform giving rise to such termination and (C) within twelve (12) months following the termination of this Agreement pursuant to Section 7.1(b) or Section 7.1(g), the foregoing Competing Acquisition Transaction is consummated, or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, then within two (2) Business Days after the earlier of the entry into such Alternative Acquisition Agreement and the consummation of such Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (Pages 61-62) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_80 | Section 7.3.Expenses; Termination Fee. <omitted> (b) If: (i)(A) this Agreement is terminated by Parent or the Company <omitted> (C) within 12 months after such termination, the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an
Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated (with all references to “15%” in the definition of Acquisition Proposal being treated as “50%” for purposes of this clause (C)); (Pages 34-35) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_94 | Section 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(g) or by Parent pursuant to Section 6.1(i) (or by the Company or Parent pursuant to Section 6.1(b) (and at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Required Company Stockholder Vote have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date) at a time when this Agreement could have been terminated pursuant to Section 6.1(g) or Section 6.1(i)) and: (i) at or prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 6.1(g)), or at or prior to the time of the applicable breach by the Company (in the case of a termination pursuant to Section 6.1(i)), any Person shall have publicly announced an intention to make a Company Acquisition Proposal, or a Company Acquisition Proposal shall have been publicly disclosed, publicly announced, commenced, submitted or made and shall not have been publicly withdrawn without qualification at least five Business Days prior to the date of the Company Stockholder Meeting, in the case of a termination pursuant to Section 6.1(g), or the time of such breach, in the case of a termination pursuant to Section 6.1(i); and (ii) on or prior to the date that is 12 months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company and the transaction contemplated thereby is subsequently consummated (it being understood that, for purposes of this clause “(B),” each reference to 20% in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to 50%, then, within two Business Days after the consummation of such Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (Page 105) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | 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) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_46 | Section 10.03. Termination Fees. (a) If this Agreement is terminated: <omitted> (B) on or prior to the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to a Company Acquisition Proposal is consummated; or (2) a definitive agreement relating to any Company Acquisition Proposal is entered into by the Company; (Page 119) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_40 | Section 9.3 Termination Fees; Expenses. <omitted> (c) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b) (iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii), and, in each case, (i) at any time after the date of this Agreement and prior to such termination, a Company Acquisition Proposal has been made to the Company and publicly announced or disclosed (and such Company Acquisition Proposal has not been publicly withdrawn in a bona fide manner prior to the earlier of (x) the date of the Company Meeting (including any adjournments or postponements thereof) and (y) the date of such termination) and (ii) within twelve (12) months after such termination, the Company (A) consummates a transaction with respect to a Company Acquisition Proposal or (B) enters into a definitive agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated, then, in any such event, the Company shall pay to Parent (or one or more of its designees), by wire transfer of immediately available funds, the Company Termination Fee, reduced by any amount previously paid under Section 9.3(b) within two (2) Business Days following the consummation of such transaction arising from such Company Acquisition Proposal; provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(c), references to “15%” and “85%” shall be replaced by “50%”. (Page 85) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
main | contract_125 | Section 11.4 Expenses and Termination Fee. <omitted> (b) Termination Fee. <omitted> (iii) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 10.1(b)(i), Section 10.1(b)(iii) or Section 10.1(e)(i); provided that in the case of termination by the Company pursuant to Section 10.1(b)(i), the failure of the Merger to be consummated by the End Date did not result from a breach by Parent of any provision of this Agreement for which the Company could have validly terminated this Agreement pursuant to Section 10.1(f), (B) after the date of this Agreement and (x) prior to such termination in the case of a termination pursuant to Section 10.1(b)(i) or Section 10.1(e)(i) or (y) prior to the Company Stockholder Meeting in the case of a termination pursuant to Section 10.1(b)(iii), an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors of the Company or its stockholders and, in either case, not withdrawn, and (C) within twelve (12) months following the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement providing for, or consummates, an Acquisition Proposal (provided that for purposes of this clause (C), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then immediately prior to or currently with the entry into such definitive agreement, the Company shall pay to Parent by wire transfer of immediately available funds to an account designated in writing by Parent, the Termination Fee. (Page 70) | Yes | 1 | Acquisition Proposal required to be still pending-Answer (Y/N) | <NONE> | Tail Period & Acquisition Proposal Details | 108 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.3 Fees and Expenses. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) within fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 9.5. Effect of Termination and Abandonment. <omitted> (b) In the event that: <omitted> (i) (A) this Agreement is terminated <omitted> (II) concurrently with or within fifteen (15) months of such termination, the Company shall have consummated a Company Acquisition Proposal or entered into an Alternative Company Acquisition Agreement relating to a Company Acquisition Proposal (whether or not, in each case, such Company Acquisition Proposal is the same one as the Company Acquisition Proposal referred to in clause (B)(I)); <omitted> then the Company shall pay to Parent (or its designee(s)), by wire transfer of same-day funds, a termination fee of $35,000,000 (the “Termination Fee”) (x) in the case of Section 9.5(b)(ii), no later than two (2) Business Days after the date of such termination or (y) in the case of Section 9.5(b)(i), immediately prior to or substantially concurrent with the last to occur of the events set forth in Section 9.5(b)(i). (Page 59) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.3 Expenses and Other Payments. <omitted> (d) If (i) (A) Parent or the Company terminates this Agreement <omitted> (ii) within fifteen (15) months after the date of such termination, the Company enters into a definitive agreement with respect to a Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Competing Proposal) or consummates a Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(c). (Page 84) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 fifteen (15) 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 fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.3 Termination Fees. (a) Company Termination Fee <omitted> (ii) In the event that this Agreement is terminated by Parent or the Company <omitted> (B) concurrently with, or within 15 months after, such termination, the Company either (I) consummates a transaction that constitutes an Acquisition Proposal or (II) enters into a definitive agreement to engage in a transaction that constitutes an Acquisition Proposal (provided that for all purposes of this Section 8.3(a)(ii), the term Acquisition Proposal shall have the meaning assigned to such term in Article I, except that the references to “20%” shall be deemed to be references to 50%), then the Company shall pay to Parent the Company Termination Fee concurrently with, and as a condition to, the earlier of the consummation of the applicable transaction and the entry into a definitive agreement with respect to the applicable transaction. (Page 51) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 9.3 Termination Fees; Expenses. (a) Company Termination Fee.
<omitted>
(ii) In the event that this Agreement is terminated
<omitted>
(B) within fifteen (15) months after such termination, the Company (x) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (y) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, less the amount of any Parent Expenses previously paid by the Company, concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two (2) Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “20%” and “80%” shall be replaced by “50%”. (Page 85)
(G) Section 9.3(a)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:
“In the event that this Agreement is terminated
<omitted>
(B) within fifteen (15) months after such termination, the Company (x) enters into an agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated or (y) consummates a Company Acquisition Proposal, then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, less the amount of any Parent Expenses, or the Financing Failure Termination Fee, as applicable, previously paid by the Company, concurrently with the consummation of such transaction arising from such Company Acquisition Proposal (and in any event, within two (2) Business Days following such consummation); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(a)(ii), references to “20%” and “80%” shall be replaced by “50%”.” (Page 5) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.6 Termination Fee; Expense Reimbursements. (a) Termination Fee. <omitted> (iv) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 8.2(a) or Section 8.2(c), (ii) after the date of this Agreement and prior to the time of the Company Stockholders Meeting (or adjournment or postponement thereof) at which a vote was taken to adopt the Merger but the Company Stockholder Approval was not obtained, an Alternative Proposal shall have been publicly made, commenced or submitted or announced and not publicly and irrevocably withdrawn at least five Business Days prior to such Company Stockholders Meeting and (iii) the Company consummates a transaction with respect to any Alternative Proposal within 15 months after such termination, or signs a definitive agreement with respect to any Alternative Proposal within 15 months after such termination and such transaction is subsequently consummated, then the Company shall pay to Parent, within two Business Days following such consummation, the Termination Fee; provided that, solely for purposes of this Section 8.6(a)(iv), all references to “fifteen percent (15%)” in the definition of Alternative Proposal shall be deemed to be references to “fifty percent (50%).” (Page 69) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
main | contract_43 | 8.3 Expenses; Termination Fees. <omitted> (b) In the event that: <omitted>
(iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or by Parent pursuant to Section 8.1(f) as a result of a willful breach or by Parent pursuant to Section 8.1(i), (y) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination and such Acquisition Proposal has not been publicly withdrawn prior to such termination and (z) within twelve months of such termination the Company shall have entered into a definitive agreement with respect to such 52
Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such twelve-month period) or consummated an Acquisition Proposal; provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”; then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Company shall pay or cause to be paid to Parent or its designee the Termination Fee by wire transfer of same day funds (x) in the case of Section 8.3(b)(i), prior to the execution of the Specified Agreement, (y) in the case of Section 8.3(b)(ii), within two business days after such termination or (z) in the case of Section 8.3(b)(iii), prior to the date the definitive agreement referred to in clause (z) of Section 8.3(b)(iii) is executed; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. As used herein, “Termination Fee” shall mean a cash amount equal to $100,000,000. (Pages 56-57) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 fifteen (15) months of the termination of this Agreement, the Company enters into a definitive agreement with respect to or consummates an Acquisition Proposal; (Page 70) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.02 Effect of Termination. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) concurrently with or within fifteen (15) months after the date of any such termination, (1) the Company or any Company Subsidiary enters into a definitive agreement to effect any Competing Proposal (regardless of when made or the counterparty thereto) with an aggregate equity purchase price (after giving effect to any reductions thereof for Indebtedness or similar adjustments) greater than the Aggregate Merger Consideration or (2) any Competing Proposal is consummated (regardless of when made or the counterparty thereto), then the Company shall pay to Parent or its designee the Company Termination Fee (I) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is the same person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then concurrently with the earlier of (a) the date of execution of any such definitive agreement and (b) the consummation of such Competing Proposal or (II) if the person with which the Company enters into such definitive agreement to effect, or consummates, such Competing Proposal is not the person or an affiliate of the person who made the Competing Proposal described in Section 7.02(b)(i)(B), then the date of the consummation of such Competing Proposal. (Page 35) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.3 Expenses and Other Payments. <omitted> (f) If (i) Parent or the Company terminates this Agreement <omitted> (iii) within 15 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 Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(d). For purposes of this Section 8.3(f), any reference in the definition of Company Competing Proposal to “25%” or “75%” shall be deemed to be a reference to “50%.” (Page 34) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 9.5. Notice of Termination; Effect of Termination.
<omitted>
(c) The Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, if this Agreement is terminated: (i) by either the Company or Parent pursuant to Section 9.2(a) (Outside Date) or Section 9.2(b) (Requisite Company Vote Not Obtained) and, in each case, (A) after the date of this Agreement an Acquisition Proposal (substituting fifty percent (50%) for the twenty-five percent (25%) threshold set forth in the definition of “Acquisition Proposal”) (a “Qualifying Transaction”) shall have been made to the Company, the Company Board or the Company’s stockholders or publicly announced or publicly proposed prior to, and not withdrawn at least five (5) Business Days prior to, the Company Shareholders Meeting, and (B) within fifteen (15) months after any such termination the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, then the Company shall promptly pay such Company Termination Fee to Parent, but in no event later than two (2) Business Days after, and subject to, the consummation of such Qualifying Transaction; (Page 91) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.4 Company Termination Fees. (a) In the event that <omitted> (C) within fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (B) within fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.1 Company Board Recommendation. <omitted> any Contract with respect to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”) <omitted> Section 9.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (z) within fifteen (15) months of such termination, the Company enters into a Specified Agreement with respect to an Acquisition Proposal or the Company shall have consummated an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “80%”);
then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid, to Parent the Termination Fee (Page 55) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | (d) If (i) (A) Isla or the Company terminates this Agreement pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval), and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed and not publicly withdrawn without qualification at least seven Business Days prior to the Company Stockholders Meeting or (B) Isla terminates this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach), and following the execution of this Agreement and on or before the date of any such termination, a Company Competing Proposal shall have been announced, disclosed or otherwise communicated to senior management of the Company or to the Company Board and (ii) within fifteen (15) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or a Company Competing Proposal is consummated, then the Company shall pay Isla the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(c). <omitted> “Company Competing Proposal” means any contract, proposal, offer or indication of interest relating to any transaction or series of related transactions (other than transactions only with Isla or any of its Subsidiaries) (Pages 106-107) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.5 Effect of Termination and Abandonment. <omitted> (b) The Company shall pay to Parent a fee equal to $24,000,000 (the “Company Termination Fee”) <omitted> if: <omitted> (C) within fifteen (15) months after the date of such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal (regardless of when made or the counterparty thereto) or consummates any Acquisition Proposal (regardless of when made or the counterparty thereto) (Page 80) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 15 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.3 Fees and Expenses. <omitted> (b) The parties agree that (i) if this Agreement is validly terminated by (A) either Parent or the Company in accordance with Section 8.1(b) or (B) by Parent pursuant to Section 8.1(f); and, prior to the date of such termination, a Company Acquisition Proposal is made public by the Company or any other Person or otherwise becomes publicly known, and (ii) within fifteen (15) months after such termination (A) the Company enters into a definitive agreement with respect to any Company Acquisition Proposal or (B) the transactions contemplated by any Company Acquisition Proposal are consummated (which need not be the same Company Acquisition Proposal that was made public or publicly known prior to the termination of this Agreement), then the Company shall pay (or cause to be paid) the Company Termination Fee to Parent (or its designee), by wire transfer of same-day funds no later than two (2) Business Days after the consummation of such transaction. (Page 78) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 7.3. Expenses; Termination Fee. <omitted> (b) Company Payments. (i) If (A) (1) Parent or the Company terminates this Agreement pursuant to Section 7.1(c), (2) Parent terminates this Agreement pursuant to Section 7.1(e), or (3) Parent or the Company terminates this Agreement pursuant to Section 7.1(d), (B) after the date hereof and prior to the date of such termination (except in the case of termination pursuant to Section 7.1(d), in which case prior to the Company Required Vote being obtained) an Acquisition Proposal is publicly disclosed (whether by the Company or a third party), or otherwise made known to the Company Board or Company management, and (C) within fifteen months of such termination, an Acquisition Proposal is consummated or a definitive agreement in respect of an Acquisition Proposal is entered into, then, on the earlier of the date of entry into such definitive agreement and the consummation of such Acquisition Proposal, the Company shall pay to Parent an amount equal to $150,000,000 in cash (the “Company Termination Fee”); provided, however, that no Company Termination Fee shall be payable under this Section 7.3(b)(i) if, prior to the termination of this Agreement, the Acquisition Proposal described in clause (B) was irrevocably withdrawn (publicly, if it had been disclosed) unless the definitive agreement or the Acquisition Proposal described in clause (C) is with the Person who made such Acquisition Proposal described in clause (B) or an Affiliate of such Person or a group of which such Person or one of its Affiliates is a party. (Page 66) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.3 Fees and Expenses. <omitted>
(b) The Company shall pay the Parent the Termination Fee in the event that this Agreement is terminated: <omitted>
(C) within fifteen (15) months after the date of termination, the Company shall have consummated any Acquisition Transaction or entered into a definitive agreement with respect to an Acquisition Transaction that is thereafter consummated; (Page 51) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.3 Expenses and Other Payments. <omitted> (c) If (i) (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval) or pursuant to Section 8.1(b)(ii) (Outside Date) at any time when this Agreement could have been terminated pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval), and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed and not been publicly withdrawn at least five (5) Business Days prior to the Company Stockholders Meeting or (B) the Company terminates this Agreement pursuant to Section 8.1(b) (ii) (Outside Date) at a time when Parent would be permitted to terminate this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach) or Parent terminates this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach) and following the execution of this Agreement and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or disclosed and not withdrawn at least five (5) Business Days prior to the date of such termination, and (ii) within fifteen (15) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee within three (3) Business Days after the earlier of the consummation of such Company Competing Transaction or entering into a definitive agreement relating to a Company Competing Transaction. (Page 84) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.02 Termination Fee; Liquidated Damages <omitted> (ii) in the event that <omitted> this Agreement is terminated <omitted> (b) prior to the date that is fifteen (15) months after the date of such termination, First Choice enters into any agreement to consummate, or consummates an Acquisition Transaction (and such Acquisition Transaction relates to the same Acquisition Proposal as that referred to above), then First Choice shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay Enterprise the Termination Fee, provided, that for purposes of this Section 7.02(a), all references in the definition of Acquisition Transaction to “twenty percent (20%)” shall instead refer to “fifty percent (50%)”. (Page 90) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.1 Termination. This Agreement may be terminated prior to the Effective Time: <omitted> (d) by either Parent or the Company if the Offer Acceptance Time shall not have occurred on or prior 5 p.m. Eastern Time on February 2, 2022 (such date, the “End Date”); <omitted>
Section 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted>
(B) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and shall not have publicly withdrawn such Acquisition Proposal prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination and (C) within 15 months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (provided, that for purposes of this clause (C) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”); 56
then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Company shall pay to Parent or its designee the Termination Fee by wire transfer of same day funds (Pages 60-61) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.2 Effect of Termination. (a) In the event of termination of this Agreement <omitted> (C) prior to the date that is fifteen (15) months after the date of such termination, Boston Private enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Boston Private shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay SVB Financial, by wire transfer of same day funds, a fee equal to $36,000,000 (the “Termination Fee”); (Page 80) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | SECTION 6.06. Fees and Expenses. <omitted>
provided that (A) a Company Takeover Proposal shall have been publicly made, proposed or communicated by a third party after the date of this Agreement and (x) before the time this Agreement is terminated in the case of a termination under Section 8.01(b)(i) or (y) before the completion of the Company Shareholders Meeting (including any adjournment or postponement thereof) in the case of a termination under Section 8.01(b) (iii) and (B) within 15 months of the date this Agreement is terminated, the Company enters into a definitive agreement with respect to a Company Takeover Proposal or a Company Takeover Proposal is consummated (in each case, whether or not such Company Takeover Proposal was the same Company Takeover Proposal referred to in clause (A)); provided that, for purposes of clauses (A) and (B) of this Section 6.06(b)(ii), the references to “15% or more” in the definition of Company Takeover Proposal shall be deemed to be references to “more than 50%”; <omitted>
then, in any such event under clause (i) or (ii) of this Section 6.06(b), the Company shall pay, or cause to be paid, the Company Termination Fee to Parent o r its designee by wire transfer of same-day funds (Page 47) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 10.06 Fees and Expenses Following Termination. (a) If this Agreement is terminated by: <omitted> (iv) (A) Parent and US Holdco <omitted> (2) within fifteen (15) months following the date of such termination the Company shall have entered into a Company Acquisition Agreement with respect to any Company Takeover Proposal, or any Company Takeover Proposal shall have been consummated (in each case whether or not such Company Takeover Proposal is the same as the original Company Takeover Proposal made, communicated, or publicly disclosed); (Page 105) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 9.2 Effect of Termination. <omitted> (b) The Paired Entities shall pay, or cause to be paid, to Parent or its designee by wire transfer of immediately available funds an amount equal to $105,000,000 (the “Termination Fee”): <omitted> (iii) <omitted> (C) within 15 months following the date of such termination, the Company or Hospitality consummates an Acquisition Proposal or enters into a definitive written agreement for any Acquisition Proposal, in which case payment shall be made within two (2) Business Days of the earlier of the date on which either the Company or Hospitality consummates, or enters into a definitive written agreement for, any Acquisition Proposal. (Page 82) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.3 Expenses; Termination Fees.
<omitted>
(d) If: (i) this Agreement is terminated
<omitted>
(iii) within 15 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | (i) If (A) Parent or the Company terminates this Agreement pursuant to Section 9.1(c), Section 9.1(d) or Section 9.1(g), (B) in the case of termination pursuant to Section 9.1(d), all of the conditions set forth in Section 8.1 and Section 8.3 (other than Section 8.3(c)) shall have been satisfied or waived, and (C) (x) a bona fide Acquisition Proposal (other than any Acquisition Proposal described in clause (iii)(x) of the definition of such term) shall have been made to the Company or publicly disclosed after the date of this Agreement and not withdrawn prior to the date of such termination or (y) a bona fide Acquisition Proposal described in clause (iii)(x) of the definition of such term shall have been made to the Company or shall have been publicly disclosed (and in either such event, with respect to which any director, officer or employee at the level of Senior Director or above of the Company has actual knowledge) after the date of this Agreement and not withdrawn or expressly rejected by the Company prior to the date of such termination, and (D) any Acquisition Proposal is consummated within fifteen (15) months of such termination or the Company enters into a definitive agreement within fifteen (15) months of such termination to effect any Acquisition Proposal, then on the date of such consummation or such entry into a definitive agreement, the Company shall pay a fee of $15,496,000 in cash (the “Termination Fee”). (Page 29) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 9.3 Termination Fee. <omitted> (b) In the event that (i) an Acquisition Proposal with respect to SB shall have been communicated to or otherwise made known to the shareholders, senior management, or board of directors of SB, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to SB after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by SB or Buyer pursuant to Section 9.1(d) (only if the Requisite SB Shareholder Approval has not theretofore been obtained), (B) by Buyer pursuant to Section 9.1(e), or (C)
by SB or Buyer pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is 15 months after the date of such termination, SB consummates an Acquisition Transaction or enters into an Acquisition Agreement, then SB shall on the earlier of the date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Buyer a fee equal to the Termination Fee in same day funds. (Pages 26-27) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.06 Fees Following Termination
<omitted>
(b) If this Agreement is properly terminated:
<omitted>
(A) prior to such termination, a Takeover Proposal shall: (1) in the case of a termination in accordance with Section 8.02(a), have been publicly disclosed and not withdrawn prior to the effective date of termination or (2) in the case of a termination in accordance with Section 8.03(b), have been publicly disclosed or otherwise made or communicated to the Company or the Company Board and not withdrawn prior to the effective date of termination, and (B) within fifteen (15) months following the date of such termination of this Agreement the Company shall have entered into a definitive agreement with respect to any Takeover Proposal, or any Takeover Proposal shall have been consummated (in each case whether or not such Takeover Proposal is the same as the original Takeover Proposal made, communicated, or publicly disclosed), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee (it being understood for all purposes of this Section 8.06(b), all references in the definition of Takeover Proposal to “15%” shall be deemed to be references to “more than 50%” instead); (Page 73) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.3 Termination Fees. (a) Company Termination Fee. If <omitted> this Agreement is terminated <omitted> (C) concurrently with or within fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.3 Termination Fee; Parent Termination Fee. <omitted> (b) If (i) Parent terminates this Agreement pursuant to Section 7.1(c)(i) or Parent or the Company terminates this Agreement pursuant to Section 7.1(b)(iii), (ii) prior to the date of such termination (but after the date hereof) a bona fide Acquisition Proposal is publicly announced or is otherwise communicated in writing to the Company’s Board of Directors and, in the event of a termination of this Agreement pursuant to Section 7.1(b)(iii), not withdrawn prior to the Company Shareholders Meeting, and (iii) within fifteen (15) months after the date of such termination, the Company enters into a definitive agreement with respect to or otherwise consummates any Acquisition Proposal, then the Company shall pay to Parent (or its designee), by wire transfer of immediately available funds, the Termination Fee no later than two (2) Business Days after the execution of such definitive agreement or consummation of such Acquisition Proposal, as the case may be; provided, that solely for purposes of this Section 7.3(b), the term Acquisition Proposal shall have the meaning ascribed thereto in Section 5.2(c)(i), except that all references to twenty percent (20%) shall be changed to fifty percent (50%). (Page 57) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.3 Fees and Expenses. <omitted> (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), or Section 8.1(b)(iv) (No Shareholder Approval); or (b) by Parent pursuant to Section 8.1(b)(iii) (Breach); and (2) within fifteen (15) months after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into (provided that for purposes of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasion. (Page 78) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 10.3 Fees and Expenses. <omitted>
(c) If <omitted> this Agreement is terminated <omitted>
(iii) prior to the date that is fifteen (15) months after the date of such termination, the Company enters into a definitive written agreement with any Person with respect to such Acquisition Proposal, then the Company shall pay to Nicolet, within two (2) Business Days after execution of such definitive written agreement, the Termination Fee by wire transfer of immediately available funds to such account as Nicolet shall designate. (Page 52) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.02 Termination Fee. <omitted> (b) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is fifteen (15) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above, then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to the Termination Fee (Page 87) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 9.3 Termination Fees; Expenses. <omitted>
(b) In the event that (i) this Agreement is terminated <omitted>
(iii) within 15 months after such termination, the Company enters into a definitive agreement with respect to a Company Acquisition Proposal or consummates a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to in clause (ii) above), then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee (less any Expense Reimbursement previously paid to Parent by the Company in accordance with Section 9.3(c)), within two Business Days following the earliest to occur of the events described in clause (iii) of this Section 9.3(b); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(b), references to “20%” shall be replaced by “50%”. (Page 90) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 11.05. Expenses. <omitted> (a) Termination Fees. <omitted> (iii) If <omitted> this Agreement is terminated <omitted> (C) within fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 fifteen (15) months after the date of such termination, TCF enters into a definitive agreement or consummates a transaction with respect to a TCF Acquisition Proposal (whether or not the same TCF Acquisition Proposal as that referred to above), then TCF shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Huntington, by wire transfer of same day funds, a fee equal to $238,800,000 (the “Termination Fee”); (Page 78) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 9.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated pursuant to Section 9.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the third proviso of Section 9.1(b)(i)) as a result of the failure to satisfy the Minimum Condition, (y) after the Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement and (z) within fifteen (15) months of such termination, the Company shall have consummated an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “80%”); then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid, to Parent the Termination Fee by wire transfer of same day funds to an account designed in writing by Parent (A) in the case of Section 9.3(b)(i), substantially concurrently with the termination of this Agreement (it being agreed that if such termination occurs on a day that is not a Business Day, “substantially concurrently” shall mean no later than on the next Business Day), (B) in the case of Section 9.3(b)(ii), within two (2) Business Days after such termination or (C) in the case of Section 9.3(b)(iii), within two (2) Business Days after the consummation of the Acquisition Proposal referred to in clause (z) above. (Page 39) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.3.Expenses; Termination Fee. <omitted> (b) If: (i)(A) this Agreement is terminated by Parent or the Company <omitted> (C) within 15 months after such termination, the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an
Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated (with all references to “15%” in the definition of Acquisition Proposal being treated as “50%” for purposes of this clause (C)); (Pages 34-35) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.3 Fees and Expenses. <omitted> (b) Company Payments. ( i ) If (A) this Agreement is validly terminated pursuant to (I) 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) 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 on the basis of Section 8.1(c)(i), Section 8.1(c)(ii) or the limitations set forth in the proviso of Section 8.1(d)), or (II) Section 8.1(e); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to the immediately preceding clause (A), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise abandoned; and (C) within fifteen (15) months following the termination of this Agreement pursuant to the preceding clause (A), either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, as applicable, then the Company will concurrently with the consummation of such Acquisition Transaction pay to Parent an amount equal to $199,000,000 (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 96) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 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 fifteen (15) 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 fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | SECTION 8.2 Effect of Termination
<omitted>
(b) In the event that:
<omitted>
(ii) this Agreement is terminated
<omitted>
(B) within fifteen (15) 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 9.3 Termination Fees; Expenses. <omitted> (c) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b) (iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii), and, in each case, (i) at any time after the date of this Agreement and prior to such termination, a Company Acquisition Proposal has been made to the Company and publicly announced or disclosed (and such Company Acquisition Proposal has not been publicly withdrawn in a bona fide manner prior to the earlier of (x) the date of the Company Meeting (including any adjournments or postponements thereof) and (y) the date of such termination) and (ii) within fifteen (15) months after such termination, the Company (A) consummates a transaction with respect to a Company Acquisition Proposal or (B) enters into a definitive agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated, then, in any such event, the Company shall pay to Parent (or one or more of its designees), by wire transfer of immediately available funds, the Company Termination Fee, reduced by any amount previously paid under Section 9.3(b) within two (2) Business Days following the consummation of such transaction arising from such Company Acquisition Proposal; provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(c), references to “15%” and “85%” shall be replaced by “50%”. (Page 85) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.3 Payment of Termination Fee by the Company. <omitted> (c) In the event that (i) this Agreement is terminated <omitted> (iii) within fifteen (15) months of the date this Agreement is terminated, the Company consummates any Company Takeover Proposal or enters into a definitive written agreement with respect to any Company Takeover Proposal that is subsequently consummated (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “20%” in the definition of “Company Takeover Proposal” shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Termination Fee (Page 70) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.2. Effect of Termination. <omitted> (i) If (A) Parent or the Company terminates this Agreement <omitted> (C) within fifteen (15) months of such termination, an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date any such Acquisition Proposal is consummated and (y) the date of entry in any such definitive agreement, the Company shall pay to Parent a fee of nine hundred million dollars ($900,000,000) in cash (the “Termination Fee”). (Page 86) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 8.2 Effect of Termination. <omitted> (b) Termination Fee. (i) If (A) Tyler or NIC terminates this Agreement <omitted> (C) within 15 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) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 7.2 Effect of Termination. <omitted> (b) In the event that:
(i)
(1) after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been made known to senior management or the Board of Directors of KTYB or has been made directly to the KTYB shareholders generally or any person shall have publicly announced (and, in each case, not unconditionally withdrawn) an Acquisition Proposal with respect to KTYB, and (A) thereafter this Agreement is terminated by either SYBT or KTYB pursuant to Section 7.1(c) without the Requisite KTYB Vote having been obtained (and all other conditions set forth in Sections 6.1 and Section 6.3 had been satisfied or were capable of being satisfied at a time prior to the termination), or (B) thereafter this Agreement is terminated by either SYBT or KTYB pursuant to Section 7.1(d), or (C) thereafter this Agreement is terminated by SYBT pursuant to Section 7.1(e) as a result of a willful breach; AND
(2) prior to the date that is fifteen (15) months after the date of the termination of this Agreement, KTYB enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then KTYB shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay SYBT, by wire transfer of same day funds (to an account designated in writing by SYBT), a fee equal to $7,250,000 (the “Termination Fee”); (Page 53) | 12 months or longer | 0 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
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