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abridged | contract_86 | Section 7.02 Effect of Termination. <omitted>
(b) Company Payments. (i) If this Agreement is validly terminated <omitted>
(2) <omitted> the Company (x) enters into a definitive Alternative Acquisition Agreement to effect any Competing Proposal or (y) consummates a Competing Proposal, (Page 25) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_96 | Section 7.3 Fees and Expenses. (a) In the event that:
<omitted>
(B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(b)(ii), or Section 7.1(b)(iii), by the Company pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), or by Parent pursuant to Section 7.1(c)(i), then if, concurrently with or within twelve (12) months after the date of any such termination, any of the Acquired Companies enters into a definitive agreement with respect to any Company Competing Proposal or any transaction if offered prior to the termination of this Agreement would have constituted a Company Competing Proposal, the Company shall pay to Parent or its designee by wire transfer of immediately available funds to the account or accounts designated by Parent or such designee the Termination Fee substantially concurrently with the entry into such definitive agreement; (Page 67) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_96 | Section 7.3 Fees and Expenses. (a) In the event that:
<omitted>
(B) <omitted> any of the Acquired Companies enters into a definitive agreement with respect to any Company Competing Proposal or any transaction if offered prior to the termination of this Agreement would have constituted a Company Competing Proposal (Page 67) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | 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) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_97 | Section 11.04. Expenses. <omitted> (b) Termination Fee. <omitted>
(ii) If (A) this Agreement is terminated <omitted>
(C) <omitted> the Company shall have consummated a transaction for an Acquisition Proposal (Page 79) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_95 | 8.2 Effect of Termination. <omitted> (b) Termination Fee. (i) If (A) Tyler or NIC terminates this Agreement <omitted> (C) within 12 months of such termination, an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into, then on or prior to the date any such Acquisition Proposal is consummated, NIC shall pay to Tyler a fee of fifty-five million dollars ($55,000,000) in cash (the “Termination Fee”). (Page 50) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_95 | 8.2 Effect of Termination. <omitted> (b) Termination Fee. (i) If (A) Tyler or NIC terminates this Agreement <omitted> (C) <omitted> an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into (Page 50) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | 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) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_101 | Section 7.5. Effect of Termination and Abandonment. <omitted> (b) In the event that: (i) (A) this Agreement is terminated <omitted> (C) <omitted> the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement for, 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) (Page 71) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_106 | 7.02 Effect of Termination and Abandonment. <omitted> (b) (i) The Company shall pay a termination fee of $8,500,000 (the “Termination Fee”) to Parent payable by wire transfer of immediately available funds to an account specified by Parent in the event of any of the following: <omitted> (3) within twelve (12) months of the termination of this Agreement, the Company enters into a definitive agreement with respect to or consummates an Acquisition Proposal; (Page 70) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_106 | 7.02 Effect of Termination and Abandonment. <omitted> (b) (i) The Company shall pay a termination fee <omitted> in the event <omitted> (3) <omitted> the Company enters into a definitive agreement with respect to or consummates an Acquisition Proposal (Page 70) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_107 | SECTION 9.3. Termination Fee and Expenses. <omitted> (iii) (1) this Agreement is terminated <omitted> (3) the Company or any Company Subsidiary consummates an Acquisition Proposal within 12 months after such termination or the Company or any Company Subsidiary enters into a definitive agreement within 12 months after such termination in either case to effect an Acquisition Proposal (replacing “15%” in the definition thereof with “50%”); (Page 86) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_107 | SECTION 9.3. Termination Fee and Expenses. <omitted> (iii) (1) this Agreement is terminated <omitted> (3) the Company or any Company Subsidiary consummates an Acquisition Proposal <omitted> or the Company or any Company Subsidiary enters into a definitive agreement <omitted> to effect an Acquisition Proposal (Page 86) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_108 | Section 7.3 Fees and Expenses. <omitted> (b) In the event that: <omitted> this Agreement is terminated <omitted> (C) within 12 months after the date of such termination, the Company enters into an agreement in respect of any Acquisition Proposal or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal with respect to the Company is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (provided, that for purposes of this clause (C), each reference to “20% or more” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50% or more”); (Page 103) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_108 | Section 7.3 Fees and Expenses. <omitted> (b) In the event that: <omitted> this Agreement is terminated <omitted> (C) <omitted> the Company enters into an agreement in respect of any Acquisition Proposal or recommends or submits an Acquisition Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal with respect to the Company is consummated, which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination hereof (Page 103) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | 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) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_109 | 8.2 Effect of Termination. <omitted> (b) (i) In the event that <omitted> this Agreement is terminated <omitted> (C) <omitted> 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), (Page 71) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_110 | Section 8.4 Fees and Expense Reimbursement. <omitted>
(C) the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal within 12 months after the date this Agreement is terminated, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the earliest date of when such definitive agreement is executed or such Company Acquisition Proposal is consummated. (Page 87) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_110 | Section 8.4 Fees and Expense Reimbursement. <omitted>
(C) the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal (Page 87) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_111 | 8.3 Fees and Expenses.
<omitted>
(i) If (A) this Agreement is validly terminated <omitted> (D) within one year following the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or a Company Party enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company Parties will concurrently with the consummation of such Acquisition Transaction pay or cause to be paid to the Parent Entities (as directed by Parent I) an amount equal to $104,600,000 (the “Company Termination Fee”). (Page 91) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_111 | 8.3 Fees and Expenses.
<omitted>
(i) If (A) this Agreement is validly terminated <omitted> (D) <omitted> either an Acquisition Transaction is consummated or a Company Party enters into a definitive agreement providing for the consummation of an Acquisition Transaction (Page 91) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_112 | 8.02 Effect of Termination and Abandonment; Enforcement of Agreement. <omitted>
(b) In the event that: <omitted> this Agreement is terminated <omitted>
(B) prior to the date that is twelve (12) months after the date of the termination of this Agreement, Premier Financial enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Premier Financial shall, on the earlier of the date it enters into the definitive agreement and the date of consummation of the transaction, pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), a fee equal to $11,000,000 (the “Termination Fee”); (Page 69) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_112 | 8.02 Effect of Termination and Abandonment; Enforcement of Agreement. <omitted>
(b) In the event that: <omitted> this Agreement is terminated <omitted>
(B) <omitted> Premier Financial enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (Page 69) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_114 | Section 8.3 Termination Fees. (a) Company Termination Fee. If <omitted> this Agreement is terminated <omitted> (C) concurrently with or within twelve (12) months after such termination, the Company shall have (1) consummated any Alternative Acquisition Proposal or (2) entered into a definitive agreement providing for (and later consummated) any Alternative Acquisition Proposal, then, in each case, the Company shall pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $368,946,000 in cash (the “Company Termination Fee”); (Page 59) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_114 | Section 8.3 Termination Fees. (a) Company Termination Fee. If <omitted> this Agreement is terminated <omitted> (C) <omitted> the Company shall have (1) consummated any Alternative Acquisition Proposal or (2) entered into a definitive agreement providing for (and later consummated) any Alternative Acquisition Proposal (Page 59) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_115 | Section 8.02 Fees and Expenses. <omitted> (ii) If this Agreement is terminated <omitted> (B) within twelve (12) months of such termination, the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (whether or not within such twelve (12) month period), then the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee; provided that for the purposes of this Section 8.02(b)(ii), all references in the term Takeover Proposal to “10% or more” shall be deemed to be references to “more than 50%.” If the Company Termination Fee is payable, the Company Termination Fee shall be paid upon the consummation of such Takeover Proposal by wire transfer of immediately available funds to an account designated by Parent in writing. For purposes of clause (A) of this Section 8.02(b)(ii), any Takeover Proposal deemed to have been made pursuant to the Amended and Restated Stockholder Support and Contingent Sale Agreement, dated as of August 17, 2020, by and among certain of the Company’s shareholders and the other parties thereto will be considered to have been withdrawn absent subsequent action on or after the date of this Agreement by any party thereto that would constitute a Takeover Proposal. (Page 59) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_115 | Section 8.02 Fees and Expenses. <omitted> (ii) If this Agreement is terminated <omitted> the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (Page 59) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_120 | 8.3 Fees and Expenses. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) within nine (9) months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, which is thereafter consummated, then the Company will concurrently with the consummation of such Acquisition Transaction pay to Parent an amount equal to $288,000,000 (the “Company Termination Fee”) (Page 99) | within 9 months | 4 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_120 | 8.3 Fees and Expenses. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) <omitted> an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, which is thereafter consummated (Page 99) | within 9 months | 4 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_122 | 6.3 Termination Fees. <omitted>
(b) If this Agreement is terminated by Parent or the Company <omitted>
(ii) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being 70
understood that, for purposes of this clause “(B),” each reference to “twenty percent (20%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (Pages 74-75) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_122 | 6.3 Termination Fees. <omitted>
(b) If this Agreement is terminated by Parent or the Company <omitted>
(ii) <omitted> either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (Pages 74-75) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_123 | SECTION 9.2 Effect of Termination. <omitted> (b) In the event that: <omitted> (B) within nine (9) months after such termination, the Company or any of its subsidiaries shall have entered into a definitive agreement with respect to any Acquisition Proposal that is later consummated, or shall have consummated any Acquisition Proposal, then, in any such event, the Company shall pay to Parent the Company Termination Payment (Page 77) | within 9 months | 4 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_123 | SECTION 9.2 Effect of Termination. <omitted> (b) In the event that: <omitted> (B) <omitted> the Company or any of its subsidiaries shall have entered into a definitive agreement with respect to any Acquisition Proposal that is later consummated, or shall have consummated any Acquisition Proposal, then, in any such event, the Company shall pay to Parent the Company Termination Payment (Page 77) | within 9 months | 4 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | 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) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_126 | Section 8.2. Effect of Termination. <omitted> (i) If (A) Parent or the Company terminates this Agreement <omitted> (C) <omitted> an Acquisition Proposal is consummated or a definitive agreement with respect to an Acquisition Proposal is entered into (Page 86) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_131 | 8.2 Effect of Termination. <omitted> (b)(i) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, TCF enters into a definitive agreement or consummates a transaction with respect to a TCF Acquisition Proposal (whether or not the same TCF Acquisition Proposal as that referred to above), then TCF shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Huntington, by wire transfer of same day funds, a fee equal to $238,800,000 (the “Termination Fee”); (Page 78) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_131 | 8.2 Effect of Termination. <omitted> (b)(i) In the event that <omitted> this Agreement is terminated <omitted> (C) <omitted> TCF enters into a definitive agreement or consummates a transaction with respect to a TCF Acquisition Proposal (whether or not the same TCF Acquisition Proposal as that referred to above) (Page 78) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_133 | Section 8.2. Effect of Termination. <omitted>
(d) If (A) this Agreement is terminated <omitted>
(C) within twelve months following such termination of this Agreement, either a transaction contemplated by such Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of a transaction contemplated by such Acquisition Proposal and such transaction is subsequently consummated, then the Company shall promptly (and in any event within three Business Days after such consummation) pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, which shall be promptly provided by Parent. (Page 74) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_133 | Section 8.2. Effect of Termination. <omitted>
(d) If (A) this Agreement is terminated <omitted>
(C) <omitted> either a transaction contemplated by such Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of a transaction contemplated by such Acquisition Proposal and such transaction is subsequently consummated (Page 74) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_134 | Section 11.05. Expenses. <omitted> (a) Termination Fees. <omitted> (iii) If <omitted> this Agreement is terminated <omitted> (C) within nine (9) months after such termination, the Company enters into a definitive agreement with respect to an Acquisition Proposal and, at any time thereafter, consummates such Acquisition Proposal, then the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date of consummation of such Acquisition Proposal. (Page 41) | within 9 months | 4 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_134 | Section 11.05. Expenses. <omitted> (a) Termination Fees. <omitted> (iii) If <omitted> this Agreement is terminated <omitted> (C) <omitted> the Company enters into a definitive agreement with respect to an Acquisition Proposal and, at any time thereafter, consummates such Acquisition Proposal (Page 41) | within 9 months | 4 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_141 | Section 5.3 No Solicitation. <omitted> (f) As used in this Agreement, “Alternative Proposal” shall mean any bona fide proposal or offer made by any person or group of related persons (other than a proposal or offer by Parent or any of its Subsidiaries) for (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving the Company or any of its Subsidiaries pursuant to which any person or group of related persons would beneficially own or control, directly or indirectly, twenty percent (20%) or more (on a non-diluted basis) of Company Common Stock, (ii) the acquisition by any person of a business or assets (including any capital stock or other securities) that constitutes or includes twenty (20%) or more of the consolidated assets, net revenues or net income of the Company and its Subsidiaries, taken as a whole, (iii) the issuance to or acquisition by any person of twenty percent (20%) (on a non-diluted basis) or more of the outstanding shares of Company Common Stock or (iv) a tender offer, exchange offer or any other transaction or series of transactions that, if consummated, would result in any person or group of related persons, directly or indirectly, beneficially owning or having the right to acquire beneficial ownership of capital stock or other equity interests representing twenty percent (20%) or more (on a non-diluted basis) of Company Common Stock. <omitted>
Section 7.2 Termination Fees. <omitted> (a) Notwithstanding any provision in this Agreement to the contrary, if (i) (A) after the date of this Agreement and prior to the termination of this Agreement, any Alternative Proposal (substituting fifty percent (50%) for the twenty percent (20%) threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to, and not withdrawn at least five (5) business days prior to, the Company Meeting, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) or by Parent, prior to the Company Stockholder Approval, pursuant to Section 7.1(f) and (C) within twelve (12) months after such termination, the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(g) or by Parent pursuant to Section 7.1(h), then in any such event the Company shall pay to Parent a fee of four hundred fifty million dollars ($450,000,000) in cash (the “Company Termination Fee”), such payment to be made, in the case of a termination referenced in clause (i) above, within two (2) business days following Parent’s request pursuant to Section 7.2(e) following the consummation of the Qualifying Transaction, or in the case of clause (ii) above, within two (2) business days following Parent’s request pursuant to Section 7.2(e) following the termination by the Company pursuant to Section 7.1(g) or within two (2) business days of Parent’s request pursuant to Section 7.2(e) after termination by Parent pursuant to Section 7.1(h); it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one (1) occasion. (Page 67) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_141 | Section 5.3 No Solicitation. <omitted> (f) As used in this Agreement, “Alternative Proposal” shall mean any bona fide proposal or offer made by any person <omitted> other than a proposal or offer by Parent or any of its Subsidiaries <omitted>
Section 7.2 Termination Fees. <omitted> (a) <omitted> if <omitted> (C) <omitted> the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated <omitted> then <omitted> the Company shall pay to Parent a fee of four hundred fifty million dollars ($450,000,000) in cash (the “Company Termination Fee”) (Page 67) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_140 | Section 7.2 Effect of Termination. <omitted> (b) VEREIT Termination Fee. <omitted> (iii) In the event that <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, VEREIT either (1) consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or (2) enters into an Acquisition Agreement, then VEREIT shall, on the earlier of the date such transaction is consummated or the date such Acquisition Agreement is entered into, pay to Realty Income a one-time fee equal to the VEREIT Termination Fee less the amount of any Realty Income Expense Reimbursement previously paid to Realty Income (if any) pursuant to Section 7.2(b)(iv)
(provided that, for purposes of this clause (C), each reference to “20%” in the definitions of “Acquisition Proposal” and “Acquisition Agreement” shall be deemed to be a reference to “50.1%”). (Pages 40-41) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_140 | Section 7.2 Effect of Termination. <omitted> (b) VEREIT Termination Fee. <omitted> (iii) In the event that <omitted> (C) <omitted> VEREIT either (1) consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or (2) enters into an Acquisition Agreement (Pages 40-41) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_144 | SECTION 8.02. Effect of Termination. <omitted> (b) The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: <omitted> (B) within 12 months of such termination the Company or any of its Subsidiaries enters into an Acquisition Agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated (Page 76) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_144 | SECTION 8.02. Effect of Termination. <omitted> (b) The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: <omitted> (B) <omitted> the Company or any of its Subsidiaries enters into an Acquisition Agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated (Page 76) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | 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) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | 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) <omitted> 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 (Page 51) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_149 | Section 7.3 Termination Fees.
(a) If this Agreement is terminated <omitted>
(B) within twelve (12) months after such termination, a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal (provided, however, that for purposes of this Section 7.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”);
then, in each such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, onthe earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause(ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or concurrently with the termination of this Agreement. (Page 36) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_149 | Section 7.3 Termination Fees.
(a) If this Agreement is terminated <omitted>
(B) <omitted> a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal. <omitted> Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, onthe earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause(ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or concurrently with the termination of this Agreement. (Page 36) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_145 | Section 7.3 Expenses; Termination Fees.
<omitted>
(b) Termination Fee.
<omitted>
(iii) In the event that <omitted> this Agreement is terminated <omitted>
(C) concurrently with or within nine (9) months after any such termination described in clause (B), East or any of the East Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to East (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iii)), then East shall pay to Central the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (Page 98) | within 9 months | 4 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_145 | Section 7.3 Expenses; Termination Fees.
<omitted>
(b) Termination Fee.
<omitted>
(iii) In the event that <omitted> this Agreement is terminated <omitted>
(C) <omitted> East or any of the East Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to East (Page 98) | within 9 months | 4 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_150 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> (ii) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause (B), each reference to “twenty-five percent (25%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Company Termination Fee. (Page 88) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
abridged | contract_150 | 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> (ii) <omitted> (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (Page 88) | within 12 months | 2 | Tail Period Length-Answer | <NONE> | Tail Period & Acquisition Proposal Details | 109 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 6.4 Acquisition Proposals. (a) <omitted> the Company shall not, and shall cause the Company Subsidiaries not to, <omitted> solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Alternative Proposal or the making of any proposal that could reasonably be expected to lead to any Alternative Proposal, <omitted> Section 8.4 Termination by Parent. This Agreement may be terminated by Parent (with any termination by Parent also being an effective termination by Merger Sub): (a ) If <omitted> (iii) the Company or the Company Board has breached its obligations under <omitted> Section 6.4 in any respect; provided that Parent shall not have the right to terminate this Agreement under this Section 8.4(a) after the Company Stockholder Approval is obtained. <omitted> Section 8.6 Termination Fee; Expense Reimbursements. (a) Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 8.4(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within five Business Days after such termination, a fee in an amount equal to the Termination Fee. (Page 69) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | SECTION 5.02. No Solicitation. (a) The Company shall not <omitted> (i) solicit, initiate or encourage the submission of, any Acquisition Proposal, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal <omitted>
SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval: <omitted> (d) by Parent if: <omitted> (ii) the Company shall have breached in any respect Section 5.02; <omitted>
SECTION 8.02. Effect of Termination. <omitted> (b) The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: (i) Parent terminates this Agreement pursuant to Section 8.01(d); (Page 76) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 7.5. Acquisition Proposals. <omitted> 11.1. Termination.This Agreement may be terminated at any time prior to the Closing Date, whether before or after approval of the Merger by the shareholders of DCB: <omitted> 11.1.5. By Bridge Bancorp, if (i) DCB or the Board of Directors of DCB shall have made a Recommendation Change, or (ii) DCB or the Board of Directors of DCB shall have breached its obligations under Section 8.2 or 7.5 in any respect; <omitted> (ii) In the event that this Agreement is terminated by Bridge Bancorp pursuant to Section 11.1.5, then DCB shall pay Bridge Bancorp, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination. (Page 84) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.9 Acquisition Proposals. (a) Boston Private shall not, <omitted> solicit, <omitted> any Acquisition Proposal <omitted> 8.1 Termination. This Agreement may be terminated <omitted> (e) by SVB Financial, prior to such time as the Requisite Boston Private Vote is obtained, if
<omitted> (B) Boston Private or the Boston Private Board of Directors shall have breached its obligations under <omitted> Section 6.9 in any respect. <omitted> 8.2 Effect of Termination. <omitted> (b) <omitted> (ii) In the event that this Agreement is terminated by SVB Financial pursuant to Section 8.1(e) (or this Agreement is terminated pursuant to Section 8.1(c) but at the time of such termination SVB Financial could have terminated this Agreement pursuant to Section 8.1(e)), then Boston Private shall pay SVB Financial, by wire transfer of same day funds, the Termination Fee within two business days of the date of termination. (Page 81) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 7.2. Acquisition Proposals. (a) No Bryn Mawr Entity shall, and it shall cause its Representatives not to, directly or indirectly, (i) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any confidential or nonpublic information or data in connection with, or take any other action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, except to notify a Person that has made or, to the Knowledge of Bryn Mawr, is making inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of this Section 7.2,(iii) approve, agree to, accept, endorse or recommend any Acquisition Proposal, (iv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any Acquisition Agreement contemplating or otherwise relating to any Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2 by any Subsidiary or Representative of Bryn Mawr shall constitute a breach of this Section 7.2 by Bryn Mawr. In addition to the foregoing, Bryn Mawr shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. <omitted>
9.1. Termination. <omitted> this Agreement may be terminated and the Mergers abandoned at any time prior to the Effective Time: <omitted>
(d) by WSFS, by written notice to Bryn Mawr, in the event that the board of directors of Bryn Mawr has <omitted> (ii) breached the terms of Section 7.2 in any respect adverse to WSFS (other than un, im breaches that do not prejudice WSFS’s rights under such section) <omitted>
10.3. Expenses. <omitted>
(ii) if WSFS shall terminate this Agreement pursuant to Section 9.1(d), then Bryn Mawr shall pay to WSFS an amount equal to $37,725,000 (the “Termination Fee”). (Page 80) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 5.2 No Solicitation; Recommendations. <omitted> Section 7.1 Termination. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after the Parent Stockholder Approval or the Company Stockholder Approval has been obtained (with any termination by Parent or the Company also being an effective termination by the other Parent Parties or the other Company Parties, respectively): <omitted> (c) by Parent, prior to, but not after, the time the Company Stockholder Approval is obtained, if (i) an Adverse Recommendation Change shall have occurred with respect to the Company, (ii) in the case of an Acquisition Proposal structured as a tender offer or exchange offer, the Company shall, within 10 Business Days of the tender or exchange offer having been commenced, fail to publicly recommend against such tender or exchange offer, (iii) upon a request to do so by Parent, the Company shall have failed to publicly reaffirm its recommendation of the Mergers within 10 Business Days after the date any Acquisition Proposal is first publicly announced, distributed or disseminated to Company Stockholders or (iv) the Company Board or a director or executive officer of the Company shall, or shall have caused the Company to, have breached or failed to perform any obligation set forth in Section 5.2 or Section 5.3(c) in any respect; <omitted> Section 7.3 Fees and Expenses. <omitted> (b) In the event that: <omitted> (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c) <omitted> then, in either such event, the Company shall pay to Parent the Company Termination Fee, less the amount of Parent Expenses previously paid to Parent (if any) pursuant to Section 7.3(d), it being understood that in no event shall the Company be required to pay the CompanyTermination Fee on more than one occasion; (Page 103) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.14 Acquisition Proposals. (a) Each party agrees that it will not <omitted> (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal,
<omitted>
8. 1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Cadence Vote or the Requisite BancorpSouth Vote: <omitted>
(f) by BancorpSouth, if <omitted> (ii) Cadence or the Board of Directors of Cadence shall have breached its obligations under Section 6.4 or 6.14 in any respect.
<omitted>
8.2 Effect of Termination. <omitted> (ii) I n the event that this Agreement is terminated by BancorpSouth pursuant to Section 8.1(f), then Cadence shall pay BancorpSouth, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination. (Page 82) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.06 Acquisition Proposal. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, Premier Financial shall not, and shall cause any of its Subsidiaries and the officers, directors, employees, advisors and other agents of Premier Financial and its Subsidiaries not to, <omitted> (i) solicit, initiate, encourage, facilitate <omitted> or induce any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, <omitted>
8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: <omitted>
(f) By: <omitted> (ii) Peoples prior to the time the Requisite Premier Financial Vote is obtained, if <omitted> (B) Premier Financial or its Board of Directors has breached its obligations under <omitted> Section 6.06 in any respect. <omitted>
8.02 Effect of Termination and Abandonment; Enforcement of Agreement. <omitted> (b) In the event that: <omitted>
(ii) this Agreement is terminated by Premier Financial or Peoples pursuant to Section 8.01(f), then Premier Financial shall pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), the Termination Fee no later than two (2) business days after the termination of this Agreement. (Page 69) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 6.03. No Solicitation by the Company. <omitted> Section 10.01. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval): <omitted> (c) by Parent, if: <omitted> (iv) the Company shall have ly breached any of its obligations under Section 6.03 or Section 6.04 in any respect other than in the case where (w) such breach is a result of an isolated action by a Representative of the Company (other than a director or officer of the Company), (x) such breach was not caused by, or within the knowledge of, the Company, (y) the Company takes appropriate actions to remedy such breach promptly upon discovery thereof, and (z) Parent is not harmed as a result thereof; provided that in no event shall Parent be entitled to terminate this Agreement pursuant to this Section 10.01(c)(iv) following the receipt of the Company Stockholder Approval; <omitted> Section 10.03. Termination Fees. (a) If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv) or by the Company or Parent pursuant to any other provision of Section 10.01 at a time when this Agreement was terminable by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv); <omitted> then, in each case, the Company shall pay to Parent (or a Person designated by Parent), in cash at the time specified in the following sentence, a fee in the amount of $206,000,000 (the “Company Termination Fee”). (Page 119) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.15 Acquisition Proposals. <omitted> (b) Each party agrees that it will not, and shall cause each of its Subsidiaries <omitted> not to, <omitted> (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal,
<omitted>
8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Company Vote or the Requisite Parent Vote:
<omitted>
(f) by Parent, if <omitted> (ii) the Company or the Board of Directors of the Company shall have breached its obligations under Section 6.3 or 6.15 in any respect.
<omitted>
8.2 Effect of Termination.
<omitted>
(ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay Parent, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination. (Page 71) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 5.14 No Solicitation; Change of Recommendation. <omitted>
Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time: <omitted> (f) by: <omitted> (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if <omitted> (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any respect; <omitted>
Section 7.2 Effect of Termination. <omitted> (b) In the event that: <omitted>
(ii) this Agreement is terminated by KTYB or SYBT pursuant to Section 7.1(f), then KTYB shall pay SYBT, by wire transfer of same day funds (to an account designated in writing by SYBT), the Termination Fee no later than two (2) business days after the termination of this Agreement; (Page 53) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 6.02 No Solicitation by the Company. <omitted> Section 10.01 Termination. This Agreement may be terminated and the Mergers and the other transactions contemplated hereby may be abandoned at any time prior to the First Effective Time (notwithstanding receipt of the Company Stockholder Approval or the Parent Shareholder Approval): <omitted> (c) by Parent: (i) prior to the receipt of the Company Stockholder Approval, if (A) a Company Adverse Recommendation Change shall have occurred, (B) a tender or exchange offer subject to Regulation 14D under the 1934 Act that constitutes a Company Acquisition Proposal shall have been commenced (within the meaning of Rule 14d-2 under the Exchange Act) and the Company shall not have communicated to its stockholders, within tenBusiness Days after such commencement, a statement disclosing that the Company recommends rejection of such tender or exchange offer (or shall have withdrawn any such rejection thereafter) or (C) the Company has committed a Breach of Section 6.02 or Section 8.04(a), provided, that this Agreement may not be terminated pursuant to this clause (C) if Parent, Bidco or either Merger Sub is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach by Parent, Bidco or either Merger Sub would cause any condition set forthin Section 9.03(a) or Section 9.03(b)not to be satisfied; <omitted> Section 10.03 Termination Payment.
(a) If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or (ii) by the Company pursuant to Section 10.01(d)(iii), then the Company shall pay to Parent (or its designee), in cash and by way of compensation, a payment in an amount equal to $1,180,000,000 (the “Company Termination Payment”) at or prior to, and as a condition to the effectiveness of, the termination of this Agreement in the case of a termination pursuant to Section 10.01(d)(iii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 10.01(c)(i). (Page 103) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.13 Acquisition Proposals.
<omitted>
8.1 Termination. This Agreement may be terminated
<omitted>
(e) by Huntington, prior to such time as the Requisite TCF Vote is obtained, if TCF or the Board of Directors of TCF <omitted> (v) breaches its obligations under Section 6.3 or Section 6.13; or
<omitted>
8.2 Effect of Termination.
<omitted>
(ii) In the event that this Agreement is terminated by Huntington pursuant to Section 8.1(e), then TCF shall pay Huntington, by wire transfer of same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (and in any event, within three (3) business days thereafter). (Page 78) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 4.2 Company No Solicitation. <omitted>
Section 6.1 Termination. This Agreement may be terminated and the Mergers may be abandoned: <omitted> (d) by Parent at any time prior to obtaining the Required Company Stockholder Vote if <omitted> (ii) the Company shall have ly Breached in any respect Section 4.2 <omitted>
Section 6.3 Termination Fees. (a) If this Agreement is terminated by the Company pursuant to Section 6.1(f), by Parent pursuant to Section 6.1(d), or by either Parent or the Company 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) or Section 6.1(g), in each case, at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 6.1(d), then, within two Business Days after (or in the case of termination pursuant to Section 6.1(f), substantially current with) the termination of this Agreement, the Company shall cause to be paid to Parent the Termination Fee. (Page 104) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.9 Acquisition Proposals.<omitted>
8.1 Termination. This Agreement may be terminated <omitted> (f) by Buyer, <omitted> if Company or the Board of Directors of Company <omitted> (v) breaches its obligations under Section 6.3 or Section 6.9.
<omitted>
8.2 Effect of Termination. <omitted> (b) <omitted> (ii) In the event that this Agreement is terminated by Buyer pursuant to Section 8.1(f), then Company shall pay Buyer, by wire transfer of same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (and in any event, within three (3) business days thereafter). (Page 65) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.13 Acquisition Proposals. <omitted>
8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Sterling Vote or the Requisite Webster Vote: <omitted>
8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Sterling Vote or the Requisite Webster Vote: <omitted>
(f) by Webster prior to such time as the Requisite Sterling Vote is obtained, if <omitted> (ii) Sterling or the Board of Directors of Sterling shall have breached its obligations under Section <omitted> 6.13 in any respect. <omitted>
8.2 Effect of Termination. <omitted> (b) <omitted> (ii) In the event that this Agreement is terminated by Webster pursuant to Section 8.1(f), then Sterling shall pay Webster, by wire transfer of same day funds, the Termination Fee within two (2) business days of the date of termination. (Page 37) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 5.3 Solicitation by the Company. <omitted> Section 8.1 Termination. <omitted> (d) by Parent, <omitted> if <omitted> (iii) the Company has committed a breach of Section 5.3 <omitted> (ii) If Parent terminates this Agreement pursuant to Section 8.1(d), within three (3) business days after such termination, the
Company shall pay or cause to be paid to Parent the Company Termination Fee. (Pages 36-37) | No | 0 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_95 | 6.3 No Solicitation by NIC. <omitted> 8 . 1 Termination. Subject to the provisions of this ARTICLE VIII, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time as follows: <omitted> (f) by Tyler, if, prior to obtaining the NIC Stockholder Approval, <omitted> (ii) NIC shall be in willful breach of Section 6.3(a); <omitted> 8.2 Effect of Termination. <omitted> (b) Termination Fee. <omitted> (ii) If Tyler terminates this Agreement pursuant to Section 8.1(f), within two Business Days after such termination, NIC shall pay to Tyler the Termination Fee. (Page 50) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_145 | Section 7.3 Expenses; Termination Fees.
<omitted>
(b) Termination Fee.
<omitted>
(ii) In the event that this Agreement is terminated by Central pursuant to <omitted> Section 7.1(c)(iii) [East Material Breach of Non-Solicitation], then East shall pay to Central the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (Page 98) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_19 | Section 5.3 Solicitation by the Company. <omitted> Section 8.1 Termination. <omitted> (d) by Parent, <omitted> if <omitted> (iii) the Company has committed a material breach of Section 5.3 <omitted> (ii) If Parent terminates this Agreement pursuant to Section 8.1(d), within three (3) business days after such termination, the
Company shall pay or cause to be paid to Parent the Company Termination Fee. (Pages 36-37) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_70 | Section 6.03 No Solicitation
<omitted>
Section 8.03 Termination by Parent. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned by Parent: (a) if, prior to the Offer Closing: <omitte> (iii) the Company shall have breached or failed to perform in any material respect any of its covenants and agreements set forth in Section 6.03;
<omitted>
Section 8.06 Fees Following Termination
(a) If this Agreement is properly terminated by Parent in accordance with Section 8.03(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within two (2) Business Days after such termination, a fee in an amount equal to the Termination Fee. (Page 72) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_117 | 8.1 Termination. This Agreement may be terminated <omitted> (d) by Parent, if the Company, its Subsidiaries or any of the Company’s Representatives shall have willfully or materially breached the agreements and obligations set forth in Section 6.3(b) (No Solicitation by the Company). <omitted> 8.3 Expenses and Other Payments. <omitted> (b) If Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation) or Section 8.1(d) (No Solicitation by the Company), then the Company shall pay Parent the Company Termination Fee, in each case, in cash by wire transfer of immediately available funds to an account designated by Parent no later than three (3) Business Days after notice of termination of this Agreement. “Company Termination Fee” means $17,000,000. (Page 83) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_21 | 6.9 Acquisition Proposals.<omitted>
8.1 Termination. This Agreement may be terminated <omitted> (f) by Buyer, <omitted> if Company or the Board of Directors of Company <omitted> (v) materially breaches its obligations under Section 6.3 or Section 6.9.
<omitted>
8.2 Effect of Termination. <omitted> (b) <omitted> (ii) In the event that this Agreement is terminated by Buyer pursuant to Section 8.1(f), then Company shall pay Buyer, by wire transfer of same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (and in any event, within three (3) business days thereafter). (Page 65) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_5 | Section 6.02 No Solicitation by the Company. <omitted> Section 10.01 Termination. This Agreement may be terminated and the Mergers and the other transactions contemplated hereby may be abandoned at any time prior to the First Effective Time (notwithstanding receipt of the Company Stockholder Approval or the Parent Shareholder Approval): <omitted> (c) by Parent: (i) prior to the receipt of the Company Stockholder Approval, if (A) a Company Adverse Recommendation Change shall have occurred, (B) a tender or exchange offer subject to Regulation 14D under the 1934 Act that constitutes a Company Acquisition Proposal shall have been commenced (within the meaning of Rule 14d-2 under the Exchange Act) and the Company shall not have communicated to its stockholders, within tenBusiness Days after such commencement, a statement disclosing that the Company recommends rejection of such tender or exchange offer (or shall have withdrawn any such rejection thereafter) or (C) the Company has committed a Willful Breach of Section 6.02 or Section 8.04(a), provided, that this Agreement may not be terminated pursuant to this clause (C) if Parent, Bidco or either Merger Sub is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach by Parent, Bidco or either Merger Sub would cause any condition set forthin Section 9.03(a) or Section 9.03(b)not to be satisfied; <omitted> Section 10.03 Termination Payment.
(a) If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or (ii) by the Company pursuant to Section 10.01(d)(iii), then the Company shall pay to Parent (or its designee), in cash and by way of compensation, a payment in an amount equal to $1,180,000,000 (the “Company Termination Payment”) at or prior to, and as a condition to the effectiveness of, the termination of this Agreement in the case of a termination pursuant to Section 10.01(d)(iii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 10.01(c)(i). (Page 103) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_22 | 9.4. Termination by Parent. Subject to Section 9.5(a), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by Parent: <omitted> (b) at any time prior to the time the Requisite Company Vote is obtained, if <omitted> (ii) the Company shall have materially breached the obligations set forth in Section 7.2(a) (No Solicitation). 9.5. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated and the transactions contemplated by this Agreement abandoned pursuant to this Article IX: <omitted> (ii) by Parent pursuant to Section 9.4(b) (Change of Recommendation; Non-Solicit Breach), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds within three Business Days following the date of such termination and abandonment (Page 61) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_56 | 6.13 Acquisition Proposals. <omitted> (b) Each party agrees that it will not, and shall cause each of its Subsidiaries <omitted> not to, <omitted> (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, <omitted> 8.1 Termination. This Agreement may be terminated <omitted> (f) by NYCB, prior to such time that the Requisite Flagstar Vote is obtained, if <omitted> (ii) Flagstar or the Board of Directors of Flagstar shall have breached its obligations under Section 6.3 or 6.13 in any material respect. <omitted> 8.2 Effect of Termination. <omitted> (ii) In the event that this Agreement is terminated by NYCB pursuant to Section 8.1(f), then Flagstar shall pay NYCB, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination. (Page 71) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_38 | 4.3. No Solicitation. <omitted> 7.1. Termination. This Agreement may be terminated <omitted> (f) by Parent, if at any time the (i) Company is in material breach of its obligations under Section 4.3 or Section 5.1 and has not cured such breach within five (5) business days of receipt of a notice of such breach from Parent <omitted> 7.3. Expenses; Termination Fee. <omitted> (b) Company Payments. <omitted> (ii) If this Agreement is validly terminated (A) pursuant to Section 7.1(d) at a time when Parent had the right to terminate pursuant to Section 7.1(f) or (B) pursuant to Section 7.1(f), then the Company must promptly (and in any event within two business days) following such termination pay to Parent the Company Termination Fee. (Page 66) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_124 | 7.3 Other Offers, etc. <omitted>
9.1 Termination. <omitted> this Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time: <omitted> (e) By Buyer <omitted> in the event that <omitted> (iii) SB shall have failed to comply in all material respects with its obligations under Section 7.1 or 7.3; <omitted>
9.3 Termination Fee. (a) If Buyer terminates this Agreement pursuant to Section 9.1(e) of this Agreement or SB terminates this Agreement pursuant to Section 9.1(f) of this Agreement, then SB shall, on the date of termination, pay to Buyer the sum of $11.50 million (the “Termination Fee”). (Page 26) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_14 | 6.9 Acquisition Proposals. (a) Boston Private shall not, <omitted> solicit, <omitted> any Acquisition Proposal <omitted> 8.1 Termination. This Agreement may be terminated <omitted> (e) by SVB Financial, prior to such time as the Requisite Boston Private Vote is obtained, if
<omitted> (B) Boston Private or the Boston Private Board of Directors shall have breached its obligations under <omitted> Section 6.9 in any material respect. <omitted> 8.2 Effect of Termination. <omitted> (b) <omitted> (ii) In the event that this Agreement is terminated by SVB Financial pursuant to Section 8.1(e) (or this Agreement is terminated pursuant to Section 8.1(c) but at the time of such termination SVB Financial could have terminated this Agreement pursuant to Section 8.1(e)), then Boston Private shall pay SVB Financial, by wire transfer of same day funds, the Termination Fee within two business days of the date of termination. (Page 81) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_17 | 6.12 Acquisition Proposals.
<omitted>
8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:
<omitted>
(i) by the BancShares Parties, prior to the time the Requisite CIT Vote is obtained, if (i) CIT or the Board of Directors of CIT shall have made a Recommendation Change or (ii) CIT or the Board of Directors of CIT shall have breached its obligations under Section 6.3 or 6.12 in any material respect.
<omitted>
8.2 Effect of Termination.
<omitted>
(b) <omitted> (ii) In the event that this Agreement is terminated by CIT pursuant to Section 8.1(f) or by the BancShares Parties pursuant to Section 8.1(i), then CIT shall pay BancShares, by wire transfer of same- day funds, the Termination Fee within two (2) business days of the date of termination. (Page 69) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_10 | Section 6.4 No Company Solicitation. <omitted> Section 8.1 Termination. <omitted> (c) <omitted> Parent shall have the right to terminate <omitted> if: (i) at any time prior to the Company’s receipt of the Company Stockholder Approval, <omitted> (B) the Company shall have breached any of the Company’s obligations under Section 6.4 in any material respect <omitted>
Section 8.3 Termination Fee; Expense Reimbursements.
(a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (i) Parent pursuant to Section 8.1(c)(i); <omitted> the Company shall pay to Parent <omitted> a fee <omitted> (the “Company Termination Fee”) (Page 88) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_37 | Section 5.2 No Solicitation; Company Change in Recommendation. <omitted>
Section 8.1 Termination. This Agreement may be terminated and the Offer and Mergers and the other Transactions may be abandoned at anytime before the Offer Acceptance Time, as follows: <omitted> (d) by Parent if Section <omitted> (ii) a willful and material breach of Section 5.2 shall have occurred <omitted>
8.2 Effect of Termination. <omitted> (b) In the event that: <omitted> (iii) this Agreement is terminated by Parent pursuant to Section 8.1(d); then <omitted> the Company shall pay Parent or its designee the Company Termination Payment (Page 35) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_107 | SECTION 7.8. No Solicitation. <omitted> SECTION 9.1. Termination. This Agreement may be terminated <omitted> (c) by Parent by written notice to the Company at any time prior to the Acceptance Time, if: <omitted> (ii) the Company shall have violated or breached in any material respect any of its obligations under Section 7.8; <omitted> SECTION 9.3. Termination Fee and Expenses. <omitted> (b) In the event that: (i) this Agreement is terminated by Parent pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii); <omitted> then, in any such event under clause (i), (ii) or (iii) of this Section 9.3(b), the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable termination fee of $65,000,000 (the “Termination Fee”). (Page 85) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_52 | Section 5.3 Company Acquisition Proposals. <omitted> (b) <omitted> the Company shall not <omitted> (i) solicit, initiate or knowingly encourage or knowingly induce or facilitate the making, submission or announcement of any inquiries, proposals or offers constituting or that would reasonably be expected to lead to a Company Acquisition Proposal, <omitted> Section 7.1 Termination. This Agreement may be terminated <omitted> (c) by Parent: <omitted> (iii) a Willful Breach by the Company of Section 5.3(b) that cannot be or has not been cured within three (3) Business Days after the giving by Parent of written notice to the Company of such breach. <omitted> Section 7.3 Fees and Expenses. (a) In the event that: <omitted> (vi) this Agreement is terminated by Parent pursuant to Section 7.1(c)(iii) and 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) any Company Competing Proposal is consummated, the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee within two (2) Business Days (Page 85) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_88 | Section 5.4 No Company Solicitation. <omitted>
Section 7.1 Termination. <omitted> (c) Termination by Parent. Parent shall have the right to terminate this Agreement <omitted> (ii)(1) the Company has committed a Willful Breach of Section 5.4 <omitted> (a) Termination Fees. (i) Termination Fee. If (1)(A) Parent terminates this Agreement under Section 7.1(c)(i) or Section 7.1(c)(ii) or (Page 32) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_77 | Section 5.14 No Solicitation; Change of Recommendation. <omitted>
Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time: <omitted> (f) by: <omitted> (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if <omitted> (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; <omitted>
Section 7.2 Effect of Termination. <omitted> (b) In the event that: <omitted>
(ii) this Agreement is terminated by KTYB or SYBT pursuant to Section 7.1(f), then KTYB shall pay SYBT, by wire transfer of same day funds (to an account designated in writing by SYBT), the Termination Fee no later than two (2) business days after the termination of this Agreement; (Page 53) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_46 | Section 6.03. No Solicitation by the Company. <omitted> Section 10.01. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval): <omitted> (c) by Parent, if: <omitted> (iv) the Company shall have willfully breached any of its obligations under Section 6.03 or Section 6.04 in any material respect other than in the case where (w) such breach is a result of an isolated action by a Representative of the Company (other than a director or officer of the Company), (x) such breach was not caused by, or within the knowledge of, the Company, (y) the Company takes appropriate actions to remedy such breach promptly upon discovery thereof, and (z) Parent is not harmed as a result thereof; provided that in no event shall Parent be entitled to terminate this Agreement pursuant to this Section 10.01(c)(iv) following the receipt of the Company Stockholder Approval; <omitted> Section 10.03. Termination Fees. (a) If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv) or by the Company or Parent pursuant to any other provision of Section 10.01 at a time when this Agreement was terminable by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv); <omitted> then, in each case, the Company shall pay to Parent (or a Person designated by Parent), in cash at the time specified in the following sentence, a fee in the amount of $206,000,000 (the “Company Termination Fee”). (Page 119) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_81 | Section 7.3 Expenses; Termination Fees. <omitted> (b) Termination Fee. <omitted> (ii) In the event that this Agreement is terminated by Pi pursuant to Section 7.1(c)(ii) [Lambda Adverse Recommendation Change] or Section 7.1(c)(iii) [Lambda Material Breach of Non-Solicitation], then Lambda shall pay to Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (Page 93)
Section 7.3 Expenses; Termination Fees. <omitted> (b) Termination Fee. <omitted> (v) In the event that this Agreement is terminated by either party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (A) the Lambda Stockholder Approval shall not have been obtained and (B) Pi would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) [Lambda Adverse Recommendation Change] or Section 7.1(c) (iii) [Lambda Material Breach of Non-Solicitation], then Lambda shall pay to Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (Page 94) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_11 | 6.9 No Solicitation; Change in Company Board Recommendation. <omitted> 8.1 Termination. This Agreement may be terminated <omitted> (c) No Company Recommendation – by Parent, at any time prior to such time as the Company Shareholder Approval is obtained, in the event (i) the Company shall have breached in any material respect Section 6.9; <omitted> 8.3 Fees and Expenses. <omitted> (b) Company Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d) (Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation), then the Company shall pay Parent a fee, in immediately available funds, in the amount of $12,000,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any event prior to or concurrently with a termination pursuant to Section 8.1(d) or no later than two (2) Business Days after the date of termination pursuant to Section 8.1(c). (Page 78) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_31 | 8.1 Termination. This Agreement may be terminated
<omitted>
(e) by Parent, if the Company, its Subsidiaries or any of the Company’s directors or executive officers shall have Willfully and Materially Breached the obligations set forth in Section 6.3(b) (No Solicitation by the Company)
8.3 Expenses and Other Payments.
<omitted>
(b) If Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation) or Section 8.1(e) (No Solicitation by the Company), then the Company shall pay Parent the Company Termination Fee, in each case, in cash by wire transfer of immediately available funds to an account designated by Parent no later than three (3) Business Days after notice of termination of this Agreement. (Page 84) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_4 | Section 6.02 No Solicitation. (a) Except as expressly permitted by this Section 6.02, and subject to Section 6.03(b) and Section 6.03(c), until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Section 8.01: (i) the Company shall not, and shall cause its Subsidiaries not to, and instruct its and their respective Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub in accordance with this Section 6.02), (A) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of supplying non-public information) any Acquisition Proposal or any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal
<omitted>
Section 8.01 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:
<omitted>
(g) by Parent <omitted> if <omitted> (ii) the Company shall have committed a material breach of any of its obligations under Section 6.02 or Section 6.03;
<omitted>
Section 9.04 Fees and Expenses. <omitted>
(b) In the event that: (i) this Agreement is terminated pursuant to Section 8.01(g); (Page 89) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_108 | Section 5.2 No Solicitation; Recommendations. <omitted> Section 7.1 Termination. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after the Parent Stockholder Approval or the Company Stockholder Approval has been obtained (with any termination by Parent or the Company also being an effective termination by the other Parent Parties or the other Company Parties, respectively): <omitted> (c) by Parent, prior to, but not after, the time the Company Stockholder Approval is obtained, if (i) an Adverse Recommendation Change shall have occurred with respect to the Company, (ii) in the case of an Acquisition Proposal structured as a tender offer or exchange offer, the Company shall, within 10 Business Days of the tender or exchange offer having been commenced, fail to publicly recommend against such tender or exchange offer, (iii) upon a request to do so by Parent, the Company shall have failed to publicly reaffirm its recommendation of the Mergers within 10 Business Days after the date any Acquisition Proposal is first publicly announced, distributed or disseminated to Company Stockholders or (iv) the Company Board or a director or executive officer of the Company shall, or shall have caused the Company to, have breached or failed to perform any obligation set forth in Section 5.2 or Section 5.3(c) in any material respect; <omitted> Section 7.3 Fees and Expenses. <omitted> (b) In the event that: <omitted> (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c) <omitted> then, in either such event, the Company shall pay to Parent the Company Termination Fee, less the amount of Parent Expenses previously paid to Parent (if any) pursuant to Section 7.3(d), it being understood that in no event shall the Company be required to pay the CompanyTermination Fee on more than one occasion; (Page 103) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_93 | Section 5.09 No Solicitation by Company. <omitted>
Section 7.01 Termination. <omitted>
(f)Failure to Recommend.
(i) Buyer, prior to such time as the Requisite Company Stockholder Approval is obtained, if Company or the Board of Directors of Company <omitted> (E) materially breaches its obligations under <omitted> Section 5.09. <omitted>
Section 7.02 Termination Fee. <omitted>
(i) Company shall pay to Buyer <omitted> a termination fee equal to $44,145,000 (the “Termination Fee”) in the event Buyer terminates this Agreement pursuant to Section 7.01(f)(i) (Page 87) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_61 | 6.1 No Solicitation by the Company. <omitted>
8.1 Termination. This Agreement may be terminated only pursuant to this Section 8.1. This Agreement may be terminated and the Merger may be abandoned, whether before or after the Company Stockholder Approval (except as otherwise expressly noted) or the approval of the adoption of this Agreement by the sole stockholder of Merger Sub (with respect to Sections 8.1(b) 63 through 8.1(l), by written notice by the terminating party to the other party specifying the provisions of this Agreement pursuant to which such termination is effected): <omitted>
(e) by Parent, prior to the Effective Time, if: <omitted> (iii) the Company shall have materially breached its obligations under Section 6.1 <omitted>
8.3 Termination Payment and Expenses. <omitted>
(b) In the event this Agreement is validly terminated: <omitted> (ii) by Parent pursuant to Section 8.1(e); <omitted> then, in each case, the Company will pay Parent as consideration for the disposition of rights acquired under this Agreement an aggregate amount equal to $12,000,000 (the “Company Termination Fee”) (Page 71) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
main | contract_115 | Section 6.06 No Solicitation of Transactions. <omitted> Section 8.01 Termination. This Agreement may be terminated <omitted> (e) by Parent, prior to the receipt of the Company Required Vote, if <omitted> (ii) the Company shall have Willfully Breached its obligations or agreements in Section 6.06 (provided that for purposes of this Section 8.01(e)(ii), a Willful Breach by any Representative of the Company of clauses (A) and (B) of Section 6.06 (treating each such Representative as being bound to such covenant in the same manner as the Company as a direct party thereto) shall be deemed to be a Willful Breach of the Company) <omitted> Section 8.02 Fees and Expenses. <omitted> (i) If this Agreement is terminated (A) by the Company pursuant to Section 8.01(d) or (B) by Parent pursuant to Section 8.01(e), the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee. (Page 59) | Yes | 1 | Breach of No Shop required to be willful, material and/or intentional | <NONE> | Breach of No Shop | 113 | Deal Protection and Related Provisions |
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