data_type stringclasses 3 values | contract_name stringclasses 153 values | text stringlengths 30 16.8k | answer stringclasses 228 values | label int64 0 9 | question stringclasses 92 values | subquestion stringclasses 52 values | text_type stringclasses 22 values | id stringclasses 144 values | category stringclasses 7 values |
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main | contract_18 | 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 material 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) | 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_33 | 8.3 Expenses and Other Payments. <omitted> (b) If (x) Isla terminates this Agreement pursuant to <omitted> Section 8.1(d) (Breach of Non-Solicitation), then the Company shall pay Isla the Company Termination Fee (Page 106) | 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_112 | 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 material 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) | 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_80 | Section 5.2. No Solicitation. <omitted>
Section 7.1.Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Closing (notwithstanding any approval of this Agreement by the stockholders of the Company, except as otherwise provided below): <omitted> (f) by Parent, at any time prior to obtaining the Company Stockholder Approval, upon prior written notice to the Company, if the Company shall have materially breached any of its covenants and agreements under Section 5.2; <omitted>
Section 7.3. Expenses; Termination Fee. <omitted> (b) If: <omitted>(ii) this Agreement is terminated by Parent pursuant to <omitted> Section 7.1(f); (iii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), or by the Company pursuant to Section 7.1(b), and, in each such case, at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.1(e) or Section 7.1(f); <omitted> then, in the case of each of clauses (i) through (iv), the Company shall pay to Parent (or Parent’s designee), in cash at the time specified in the next sentence, a termination fee in the amount of $12,900,000 (the “Termination Fee”).or (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_69 | 7.2. Acquisition Proposals; Change of Recommendation. (a) No Solicitation. <omitted> 9.4. Termination by Parent. This Agreement may be terminated <omitted> by Parent: <omitted> (b) at any time prior to the time, but not after, the Requisite Company Vote is obtained, if <omitted> (ii) the Company shall have committed a Willful Breach of Section 7.2. 9.5. Notice of Termination; Effect of Termination. <omitted> (c) The Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, if this Agreement is terminated: <omitted> (ii) by Parent pursuant to Section 9.4(b) (Company Recommendation Matters), (Page 91) | 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_122 | 4.2 Company No Solicitation. <omitted>
6.1 Termination. <omitted>
(d) by Parent at any time prior to obtaining the Required Company Stockholder Vote if <omitted> (ii) in the event the Company shall have materially breached Section 4.2 <omitted>
(a) If this Agreement is terminated by the Company pursuant to Section 6.1(e), by Parent pursuant to Section 6.1(d), or by either Parent or the Company pursuant to Section 6.1(b) or Section 6.1(f) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 6.1(d), then, within two (2) Business Days after the termination of this Agreement (or, in the case of a termination pursuant to Section 6.1(e), at or prior to termination), the Company shall cause to be paid to Parent the Termination Fee. (Page 74) | 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_3 | SECTION 7.03 No Solicitation. <omitted>
SECTION 9.03 Fees and Expenses. All expenses incurred in connection with this Agreement, the Transactions, the solicitation of stockholder approvals and all other matters related to the Transactions shall be paid by the party incurring such expenses, whether or not the Merger or any other Transaction is consummated, except as otherwise set forth in this Agreement; <omitted> (a) If this Agreement shall be terminated: <omitted> (ii) (A) by Parent pursuant to Section 9.01(c)(ii)(A) or pursuant to any clause of Section 9.01 if prior to such termination the Company shall have breached Section 7.03 in any material respect, or (B) the Company pursuant to Section 9.01(d)(ii), then the Company shall pay to Parent (or its designee) the Company Termination Fee in accordance with Section 9.03(b); (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_35 | 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: (i) <omitted> if <omitted> (B) (1) the Company has committed a Willful Breach of Section 5.4 <omitted> (i) Parent terminates this Agreement under Section 7.1(c)(i) or <omitted> the Company shall pay to Parent a fee of $66,000,000 in cash (the “Company Termination Fee”), (Page 80) | 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_142 | 5.4 No Solicitation. <omitted> 8.1 Termination. This Agreement may be terminated <omitted> (d) by Parent at any time prior to the Offer Acceptance Time, if, whether or not permitted to do so: <omitted> (iv) the Company shall have knowingly and intentionally breached any of its obligations pursuant to Section 5.4 or Section 6.1 in any material respect; <omitted> (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d); <omitted> the Company shall pay to Parent or its designee 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 |
abridged | 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 |
abridged | contract_4 | Section 6.02 No Solicitation. (a) <omitted> (i) the Company shall not <omitted> (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
<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
<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 |
abridged | 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 |
abridged | contract_5 | Section 6.02 No Solicitation by the Company. <omitted> Section 10.01 Termination. This Agreement may be terminated <omitted> (c) by Parent: <omitted> if <omitted> (C) the Company has committed a Willful Breach of Section 6.02 <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 |
abridged | 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 |
abridged | 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 |
abridged | 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 |
abridged | 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) <omitted> then Boston Private shall pay SVB Financial, <omitted> the Termination Fee (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 |
abridged | contract_18 | 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 material 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) | 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 |
abridged | contract_18 | 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 <omitted> : <omitted>
(f) by BancorpSouth, if <omitted> (ii) Cadence or the Board of Directors of Cadence shall have breached its obligations under Section <omitted> 6.14 in any material 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 <omitted> the Termination Fee (Page 82) | 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 |
abridged | 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 |
abridged | 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 |
abridged | contract_21 | 6.9 Acquisition Proposals.<omitted>
8.1 Termination. <omitted> if Company or the Board of Directors of Company <omitted> (v) materially breaches its obligations under <omitted> 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 <omitted> the Termination Fee (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 |
abridged | 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 |
abridged | contract_22 | 9.4. Termination by Parent. <omitted> this Agreement may be terminated <omitted> 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 <omitted> (ii) by Parent pursuant to Section 9.4(b) ( <omitted> Non-Solicit Breach), then the Company shall pay or cause to be paid to Parent the Termination Fee (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 |
abridged | 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 |
abridged | 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, <omitted> if <omitted> (ii) CIT or the Board of Directors of CIT shall have breached its obligations under <omitted> 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 |
abridged | 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 |
abridged | 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 <omitted> Section 8.1(e) (No Solicitation by the Company), then the Company shall pay Parent the Company Termination Fee (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 |
abridged | contract_35 | 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: (i) <omitted> if <omitted> (B) (1) the Company has committed a Willful Breach of Section 5.4 <omitted> (i) Parent terminates this Agreement under Section 7.1(c)(i) or <omitted> the Company shall pay to Parent a fee of $66,000,000 in cash (the “Company Termination Fee”), (Page 80) | 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 |
abridged | contract_35 | 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: (i) <omitted> if <omitted> (B) (1) the Company has committed a Willful Breach of Section 5.4 <omitted> (i) Parent terminates this Agreement under Section 7.1(c)(i) <omitted> the Company shall pay to Parent <omitted> the “Company Termination Fee” (Page 80) | 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 |
abridged | 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 |
abridged | contract_46 | Section 6.03. No Solicitation by the Company. <omitted> Section 10.01. Termination. This Agreement may be terminated <omitted> (c) by Parent, if: <omitted> (iv) the Company shall have willfully breached any of its obligations under Section 6.03 <omitted> in any material respect <omitted> Section 10.03. Termination Fees. (a) If this Agreement is terminated: (i) by Parent pursuant to <omitted> Section 10.01(c)(iv)
<omitted> then, in each case, the Company shall pay to Parent <omitted> 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 |
abridged | 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 |
abridged | 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 <omitted> 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 <omitted> the 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 |
abridged | 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 |
abridged | 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) <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 <omitted> the Company 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 |
abridged | contract_80 | Section 5.2. No Solicitation. <omitted>
Section 7.1.Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Closing (notwithstanding any approval of this Agreement by the stockholders of the Company, except as otherwise provided below): <omitted> (f) by Parent, at any time prior to obtaining the Company Stockholder Approval, upon prior written notice to the Company, if the Company shall have materially breached any of its covenants and agreements under Section 5.2; <omitted>
Section 7.3. Expenses; Termination Fee. <omitted> (b) If: <omitted>(ii) this Agreement is terminated by Parent pursuant to <omitted> Section 7.1(f); (iii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), or by the Company pursuant to Section 7.1(b), and, in each such case, at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.1(e) or Section 7.1(f); <omitted> then, in the case of each of clauses (i) through (iv), the Company shall pay to Parent (or Parent’s designee), in cash at the time specified in the next sentence, a termination fee in the amount of $12,900,000 (the “Termination Fee”).or (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 |
abridged | contract_80 | Section 5.2. No Solicitation. <omitted>
Section 7.1.Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Closing (notwithstanding any approval of this Agreement by the stockholders of the Company, except as otherwise provided below): <omitted> (f) by Parent, at any time prior to obtaining the Company Stockholder Approval, upon prior written notice to the Company, if the Company shall have materially breached any of its covenants and agreements under Section 5.2; <omitted>
Section 7.3. Expenses; Termination Fee. <omitted> (b) If: <omitted>(ii) this Agreement is terminated by Parent pursuant to Section 7.1(e) or Section 7.1(f); (iii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), or by the Company pursuant to Section 7.1(b), and, in each such case, at the time of such termination, Parent had the right to terminate this Agreement pursuant to <omitted> Section 7.1(f); or <omitted> then, in the case of each of clauses (i) through (iv), the Company shall pay to Parent (or Parent’s designee), in cash at the time specified in the next sentence, a termination fee in the amount of $12,900,000 (the “Termination Fee”). (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 |
abridged | 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 |
abridged | 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 <omitted> Section 7.1(c)(ii) (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 |
abridged | 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 |
abridged | 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 <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), <omitted> 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 |
abridged | 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 |
abridged | contract_107 | SECTION 7.8. No Solicitation. <omitted> SECTION 9.1. Termination. This Agreement may be terminated <omitted> (c) by Parent <omitted> 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 <omitted> Section 9.1(c)(ii); <omitted> then <omitted> the Company shall pay to Parent <omitted> a <omitted> 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 |
abridged | 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 |
abridged | contract_108 | Section 5.2 No Solicitation; Recommendations. <omitted> Section 7.1 Termination. This Agreement may be terminated <omitted> (c) by Parent, prior to, but not after, the time the Company Stockholder Approval is obtained, if <omitted> (iv) the Company Board <omitted> shall <omitted> have breached or failed to perform any obligation set forth in Section 5.2 <omitted> 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 (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 |
abridged | contract_112 | 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 material 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) | 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 |
abridged | contract_112 | 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 <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 material 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 <omitted> Peoples pursuant to Section 8.01(f), then Premier Financial shall pay Peoples <omitted> the Termination Fee (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 |
abridged | 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 |
abridged | 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 <omitted> Section 8.02 Fees and Expenses. <omitted> (i) If this Agreement is terminated <omitted> (B) by Parent pursuant to Section 8.01(e), the Company shall pay Parent <omitted> 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 |
abridged | 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 |
abridged | 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 <omitted> Section 8.1(d) (No Solicitation by the Company), then the Company shall pay Parent the Company Termination Fee “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 |
abridged | contract_122 | 4.2 Company No Solicitation. <omitted>
6.1 Termination. <omitted>
(d) by Parent at any time prior to obtaining the Required Company Stockholder Vote if <omitted> (ii) in the event the Company shall have materially breached Section 4.2 <omitted>
(a) If this Agreement is terminated by the Company pursuant to Section 6.1(e), by Parent pursuant to Section 6.1(d), or by either Parent or the Company pursuant to Section 6.1(b) or Section 6.1(f) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 6.1(d), then, within two (2) Business Days after the termination of this Agreement (or, in the case of a termination pursuant to Section 6.1(e), at or prior to termination), the Company shall cause to be paid to Parent the Termination Fee. (Page 74) | 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 |
abridged | contract_122 | 4.2 Company No Solicitation. <omitted>
6.1 Termination. <omitted>
(d) by Parent at any time prior to obtaining the Required Company Stockholder Vote if <omitted> (ii) in the event the Company shall have materially breached Section 4.2 <omitted>
(a) If this Agreement is terminated <omitted> by Parent pursuant to Section 6.1(d) <omitted> then, within two (2) Business Days after the termination of this Agreement (or, in the case of a termination pursuant to Section 6.1(e), at or prior to termination), the Company shall cause to be paid to Parent the Termination Fee. (Page 74) | 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 |
abridged | 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 |
abridged | 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> or 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 |
rare_answers | <RARE_ANSWERS> | 8.2. Shareholder Approvals. Each of Bridge Bancorp and DCB shall call a meeting of its shareholders (the “Bridge Bancorp Meeting” and the “DCB Meeting,” respectively) to be held as soon as reasonably practicable after the Merger Registration Statement is declared effective, for the purpose of obtaining (a) the Requisite DCB Vote and the Requisite Bridge Bancorp Vote required in connection with this Agreement and the Merger, <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> 11.2. Effect of Termination. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.3 Shareholders’ Approval and Stockholder Approval. (a) Each of Parent and the Company shall <omitted> hold a meeting of its shareholders and stockholders, respectively (the “Parent Meeting” and the “Company Meeting,” respectively) as soon as reasonably practicable
<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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 5.4 Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Special Meeting. <omitted>
Section 8.1 Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval, if applicable) as follows: <omitted>
(d) by Parent, prior to the receipt of the Company Stockholder Approval, if <omitted> (iii) the Company has committed a breach of Section 5.3 or Section 5.4 (and such breach is not curable, or if curable, has not been cured within ten business days after the receipt of notice thereof by the Company from Parent); <omitted>
Section 8.2 Effect of Termination. <omitted> (b) Termination Fees. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 4.5 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(f) or by Parent pursuant to Section 6.1(h) (ii) as a result of a breach of the covenants or agreements set forth in Section 4.2 or Section 4.5 <omitted> the Company shall cause to be paid to Parent the Termination Fee. (Page 69) | No | 0 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.3 Boston Private Shareholder Approval.
(a) Boston Private shall call a meeting of its shareholders (the “Boston Private Meeting”) to be held as soon as reasonably practicable <omitted> for the purpose of obtaining the Requisite Boston Private Vote required in connection with this Agreement and the Merger <omitted>
8.1 Termination. This Agreement may be terminated at any time
<omitted>
(e) by SVB Financial, prior to such time as the Requisite Boston Private Vote is obtained, if <omitted> Boston Private or the Boston Private Board of Directors shall have breached its obligations under Section 6.3 <omitted> in any respect <omitted> 8.2 Effect of Termination. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.3 Company Shareholder Approval.
<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
<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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | the meeting of the Company’s stockholders held for the purpose of approving and adopting this Agreement and the Transactions, including the Merger (including any adjournment or postponement thereof, the “Company Stockholders Meeting”). <omitted> Section 6.3 Company Stockholders Meeting. The Company <omitted> shall (a) <omitted> take all action necessary to <omitted> hold the Company Stockholders Meeting; <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 Section 6.3 <omitted> in any respect; <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.3 Stockholders' Approvals.
<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 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) | No | 0 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 8.04 Company Stockholder Meeting; Parent Shareholder Meeting. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 5.6 Approval of KTYB Shareholders. (a) Unless this Agreement is terminated pursuant to Article VII, the Board of Directors of KTYB shall submit to its shareholders this Agreement and any other matters required to be approved or voted upon by its shareholders in order to carry out the intentions of this Agreement. KTYB shall duly take, in accordance with applicable law and the KTYB Articles and KTYB Bylaws, all action necessary to call, give notice of, convene and hold a meeting of its shareholders, as promptly as reasonably practicable after the S-4 is declared effective under the Securities Act by the SEC (the “KTYB Meeting”). <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 7.1. Registration Statement; Joint Proxy/Prospectus; Stockholder Approval. <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> (iii) breached its obligations under Section 7.1 by failing to call, give notice of, convene or hold the Bryn Mawr Meeting in accordance with Section 7.1; <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 7.1 Shareholder Approvals. <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 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) | No | 0 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 5.3 Preparation of Form S-4 and Joint Proxy Statement; Stockholders’ Meetings. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.3 Stockholder Approvals. Each of Sterling and Webster shall call a meeting of its stockholders (the “Sterling Meeting” and the “Webster Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite Sterling Vote and the Requisite Webster Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of Sterling and Webster shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. <omitted> <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 6.3 <omitted> 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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | 6.3 TCF Shareholder Approval.
<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 (Page 78) | No | 0 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
rare_answers | <RARE_ANSWERS> | Section 6.04. Company Stockholder Approval. <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 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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_21 | 6.3 Company Shareholder Approval.
<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
<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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_131 | 6.3 TCF Shareholder Approval.
<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) materially 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 (Page 78) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_124 | 7.1 Shareholder Approvals. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_46 | Section 6.04. Company Stockholder Approval. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_16 | the meeting of the Company’s stockholders held for the purpose of approving and adopting this Agreement and the Transactions, including the Merger (including any adjournment or postponement thereof, the “Company Stockholders Meeting”). <omitted> Section 6.3 Company Stockholders Meeting. The Company <omitted> shall (a) <omitted> take all action necessary to <omitted> hold the Company Stockholders Meeting; <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 Section 6.3 <omitted> in any material respect; <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) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_18 | 6. 4 Shareholders’ Approvals. Each of BancorpSouth and Cadence shall call, give notice of, convene and hold a meeting of its shareholders (the “BancorpSouth Meeting” and the “Cadence Meeting,” respectively) as soon as reasonably practicable after the Joint Proxy Statement is filed by Bancorp South with the FDIC and Joint Proxy Statement is filed by Cadence with the SEC, for the purpose of obtaining (a) the Requisite BancorpSouth Vote and the Requisite Cadence Vote, respectively, required in connection with this Agreement and the Merger, and
<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 (i) Cadence or the Board of Directors of Cadence shall have made a Recommendation Change, or (ii) Cadence or the Board of Directors of Cadence shall have breached its obligations under Section 6.4 or 6.14 in any material 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) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_44 | 8.2. Shareholder Approvals. Each of Bridge Bancorp and DCB shall call a meeting of its shareholders (the “Bridge Bancorp Meeting” and the “DCB Meeting,” respectively) to be held as soon as reasonably practicable after the Merger Registration Statement is declared effective, for the purpose of obtaining (a) the Requisite DCB Vote and the Requisite Bridge Bancorp Vote required in connection with this Agreement and the Merger, <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 material respect; <omitted> 11.2. Effect of Termination. <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) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_14 | 6.3 Boston Private Shareholder Approval.
(a) Boston Private shall call a meeting of its shareholders (the “Boston Private Meeting”) to be held as soon as reasonably practicable <omitted> for the purpose of obtaining the Requisite Boston Private Vote required in connection with this Agreement and the Merger <omitted>
8.1 Termination. This Agreement may be terminated at any time
<omitted>
(e) by SVB Financial, prior to such time as the Requisite Boston Private Vote is obtained, if <omitted> Boston Private or the Boston Private Board of Directors shall have breached its obligations under Section 6.3 <omitted> in any material respect <omitted> 8.2 Effect of Termination. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_93 | Section 5.04 Stockholder Approval. (a) Company agrees to take, <omitted> all action necessary to convene a meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Company’s stockholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “Company Meeting”)
<omitted>
Section 7.01 Termination. This Agreement may be terminated
<omitted>
(f) Failure to Recommend.
<omitted>
(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 Section 5.04(a)
<omitted>
Section 7.02 Termination Fee.
<omitted>
(i) Company shall pay to Buyer by wire transfer of immediately available funds 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), in which case Company shall pay the Termination Fee as promptly as practicable (but in any event within three (3) Business Days of termination); and (Page 87) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_90 | 4.5 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(f) or by Parent pursuant to Section 6.1(h) (ii) as a result of a material breach of the covenants or agreements set forth in Section 4.2 or Section 4.5 <omitted> the Company shall cause to be paid to Parent the Termination Fee. (Page 69) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_19 | Section 5.4 Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Special Meeting. <omitted>
Section 8.1 Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval, if applicable) as follows: <omitted>
(d) by Parent, prior to the receipt of the Company Stockholder Approval, if <omitted> (iii) the Company has committed a material breach of Section 5.3 or Section 5.4 (and such breach is not curable, or if curable, has not been cured within ten business days after the receipt of notice thereof by the Company from Parent); <omitted>
Section 8.2 Effect of Termination. <omitted> (b) Termination Fees. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
main | contract_17 | 6.3 Stockholders' Approvals.
<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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_14 | 6.3 Boston Private Shareholder Approval.
(a) Boston Private shall call a meeting of its shareholders (the “Boston Private Meeting”) to be held as soon as reasonably practicable <omitted> for the purpose of obtaining the Requisite Boston Private Vote required in connection with this Agreement and the Merger <omitted>
8.1 Termination. This Agreement may be terminated at any time
<omitted>
(e) by SVB Financial, prior to such time as the Requisite Boston Private Vote is obtained, if <omitted> Boston Private or the Boston Private Board of Directors shall have breached its obligations under Section 6.3 <omitted> in any material respect <omitted> 8.2 Effect of Termination. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_14 | 6.3 Boston Private Shareholder Approval.
(a) Boston Private shall call a meeting of its shareholders (the “Boston Private Meeting”) to be held as soon as reasonably practicable <omitted> for the purpose of obtaining the Requisite Boston Private Vote required in connection with this Agreement and the Merger <omitted>
8.1 Termination. This Agreement may be terminated at any time
<omitted>
(e) by SVB Financial, prior to such time as the Requisite Boston Private Vote is obtained, if <omitted> Boston Private or the Boston Private Board of Directors shall have breached its obligations under Section 6.3 <omitted> in any material respect <omitted> 8.2 Effect of Termination. <omitted> (ii) In the event that this Agreement is terminated by SVB Financial pursuant to Section 8.1(e) <omitted> , then Boston Private shall pay SVB Financial <omitted> the Termination Fee (Page 81) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_18 | 6. 4 Shareholders’ Approvals. Each of BancorpSouth and Cadence shall call, give notice of, convene and hold a meeting of its shareholders (the “BancorpSouth Meeting” and the “Cadence Meeting,” respectively) as soon as reasonably practicable after the Joint Proxy Statement is filed by Bancorp South with the FDIC and Joint Proxy Statement is filed by Cadence with the SEC, for the purpose of obtaining (a) the Requisite BancorpSouth Vote and the Requisite Cadence Vote, respectively, required in connection with this Agreement and the Merger, and
<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 (i) Cadence or the Board of Directors of Cadence shall have made a Recommendation Change, or (ii) Cadence or the Board of Directors of Cadence shall have breached its obligations under Section 6.4 or 6.14 in any material 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) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_18 | 6. 4 Shareholders’ Approvals. <omitted> Cadence shall <omitted> hold a meeting of its shareholders <omitted> for the purpose of obtaining (a) <omitted> the Requisite Cadence Vote
<omitted>
8. 1 Termination. This Agreement may be terminated <omitted> : <omitted>
(f) by BancorpSouth, if <omitted> (ii) Cadence or the Board of Directors of Cadence shall have breached its obligations under Section 6.4 <omitted> in any material respect.
<omitted>
8.2 Effect of Termination. <omited>
(ii) I n the event that this Agreement is terminated by BancorpSouth pursuant to Section 8.1(f), then Cadence shall pay BancorpSouth <omitted> the Termination Fee (Page 82) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_19 | Section 5.4 Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Special Meeting. <omitted>
Section 8.1 Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval, if applicable) as follows: <omitted>
(d) by Parent, prior to the receipt of the Company Stockholder Approval, if <omitted> (iii) the Company has committed a material breach of Section 5.3 or Section 5.4 (and such breach is not curable, or if curable, has not been cured within ten business days after the receipt of notice thereof by the Company from Parent); <omitted>
Section 8.2 Effect of Termination. <omitted> (b) Termination Fees. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_19 | Section 5.4 Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Special Meeting. <omitted>
Section 8.1 Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval, if applicable) as follows: <omitted>
(d) by Parent, prior to the receipt of the Company Stockholder Approval, if <omitted> (iii) the Company has committed a material breach of Section 5.3 or Section 5.4 (and such breach is not curable, or if curable, has not been cured within ten business days after the receipt of notice thereof by the Company from Parent); <omitted>
Section 8.2 Effect of Termination. <omitted> (b) Termination Fees. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_21 | 6.3 Company Shareholder Approval.
<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
<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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_21 | 6.3 Company Shareholder Approval.
<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
<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 <omitted> the Termination Fee (Page 65) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_17 | 6.3 Stockholders' Approvals.
<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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_17 | 6.3 Stockholders' Approvals.
<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 <omitted> 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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_44 | 8.2. Shareholder Approvals. Each of Bridge Bancorp and DCB shall call a meeting of its shareholders (the “Bridge Bancorp Meeting” and the “DCB Meeting,” respectively) to be held as soon as reasonably practicable after the Merger Registration Statement is declared effective, for the purpose of obtaining (a) the Requisite DCB Vote and the Requisite Bridge Bancorp Vote required in connection with this Agreement and the Merger, <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 material respect; <omitted> 11.2. Effect of Termination. <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) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_44 | 8.2. Shareholder Approvals. <omitted> DCB shall call a meeting of its shareholders <omitted> for the purpose of obtaining (a) the Requisite DCB Vote <omitted> 11.1. Termination. This Agreement may be terminated <omitted> 11.1.5. By Bridge Bancorp, if <omitted> (ii) DCB or the Board of Directors of DCB shall have breached its obligations under Section 8.2 <omitted> in any material respect; <omitted> 11.2. Effect of Termination. <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 <omitted> the Termination Fee (Page 84) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_46 | Section 6.04. Company Stockholder Approval. <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 Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_46 | Section 6.04. Company Stockholder Approval. <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 <omitted> Section 6.04 in any material respect <omitted> Section 10.03. Termination Fees. (a) If this Agreement is terminated: (i) by Parent pursuant to <omitted> 10.01(c)(iv) <omitted> then, in each case, the Company shall pay to Parent <omitted> a fee in the amount of $206,000,000 (the “Company Termination Fee”). (Page 119) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_90 | 4.5 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(f) or by Parent pursuant to Section 6.1(h) (ii) as a result of a material breach of the covenants or agreements set forth in Section 4.2 or Section 4.5 <omitted> the Company shall cause to be paid to Parent the Termination Fee. (Page 69) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
abridged | contract_90 | 4.5 Meeting of the Company’s Stockholders; <omitted> 6.3 Termination Fees. <omitted> (c) If this Agreement is terminated <omitted> by Parent pursuant to Section 6.1(h) (ii) as a result of a material breach of the covenants or agreements set forth in <omitted> Section 4.5 <omitted> the Company shall cause to be paid to Parent the Termination Fee. (Page 69) | Yes | 1 | Breach of Meeting Covenant required to be willful, material and/or intentional | <NONE> | Breach of Meeting Covenant | 115 | Deal Protection and Related Provisions |
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