| { | |
| "contract_61_Absence of Litigation Closing Condition": "(f) by the Company at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal, (ii) the Company shall have complied with its obligations under Section 6.1(d) and (iii) substantially concurrently with the termination of this Agreement, and as a condition to the effectiveness of such termination, the Company pays (or causes to be paid) to Parent the Company Termination Fee contemplated by Section 8.3(b)(iii) and the Company enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal\u037e", | |
| "contract_61_Accuracy of Target R&W Closing Condition": "(ii) the representations and warranties of the Company contained in the first sentence Section 3.7 shall be true and correct in all respects as of the date of this Agreement\u037e", | |
| "contract_61_Agreement provides for matching rights in connection with COR": "6.1 No Solicitation by the Company.", | |
| "contract_61_Agreement provides for matching rights in connection with FTR": "6.1 No Solicitation by the Company.", | |
| "contract_61_Breach of Meeting Covenant": "(iii) the Company shall have materially breached its obligations under Section 6.1 (each of clauses (i) through (iii), a \u201cTrigger Event\u201d)\u037e (f) by the Company at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal, (ii) the Company shall have complied with its obligations under Section 6.1(d) and (iii) substantially concurrently with the termination of this Agreement, and as a condition to the effectiveness of such termination, the Company pays (or causes to be paid) to Parent the Company Termination Fee contemplated by Section 8.3(b)(iii) and the Company enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal\u037e", | |
| "contract_61_Breach of No Shop": "(iii) the Company shall have materially breached its obligations under Section 6.1 (each of clauses (i) through (iii), a \u201cTrigger Event\u201d)\u037e (f) by the Company at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal, (ii) the Company shall have complied with its obligations under Section 6.1(d) and (iii) substantially concurrently with the termination of this Agreement, and as a condition to the effectiveness of such termination, the Company pays (or causes to be paid) to Parent the Company Termination Fee contemplated by Section 8.3(b)(iii) and the Company enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal\u037e", | |
| "contract_61_Compliance with Covenant Closing Condition": "(b) the Company shall have performed in all material respects its covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date\u037e", | |
| "contract_61_FTR Triggers": "8.1 Termination. This Agreement may be terminated only pursuant to this Section 8.1. This Agreement may be terminated and the Merger may be abandoned, whether before or after the Company Stockholder Approval (except as otherwise expressly noted) or the approval of the adoption of this Agreement by the sole stockholder of Merger Sub (with respect to Sections 8.1(b) 63 ________________ through 8.1(l), by written notice by the terminating party to the other party specifying the provisions of this Agreement pursuant to which such termination is effected):", | |
| "contract_61_Fiduciary exception to COR covenant": "6.1 No Solicitation by the Company.", | |
| "contract_61_Fiduciary exception: Board determination (no-shop)": "6.1 No Solicitation by the Company.", | |
| "contract_61_General Antitrust Efforts Standard": "(b) Without limiting the generality of Section 5.1(a), except as otherwise expressly contemplated or required by this Agreement, as required by Applicable Law, as set forth in Section 5.1(b) of the Company Disclosure Schedule, or with Parent\u2019s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following:", | |
| "contract_61_Intervening Event Definition": "(f) by the Company at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal, (ii) the Company shall have complied with its obligations under Section 6.1(d) and (iii) substantially concurrently with the termination of this Agreement, and as a condition to the effectiveness of such termination, the Company pays (or causes to be paid) to Parent the Company Termination Fee contemplated by Section 8.3(b)(iii) and the Company enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal\u037e", | |
| "contract_61_Knowledge Definition": "\u201cCompany\u2019s Knowledge\u201d or similar phrases means the actual knowledge of the individuals identified in Section 9.1(a) of the Company Disclosure Schedule, or knowledge that individuals in such positions would reasonably be expected to have but without any duty to inquire or investigate.", | |
| "contract_61_Limitations on FTR Exercise": "(f) by the Company at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal, (ii) the Company shall have complied with its obligations under Section 6.1(d) and (iii) substantially concurrently with the termination of this Agreement, and as a condition to the effectiveness of such termination, the Company pays (or causes to be paid) to Parent the Company Termination Fee contemplated by Section 8.3(b)(iii) and the Company enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal\u037e", | |
| "contract_61_MAE Definition": "6.1 No Solicitation by the Company.", | |
| "contract_61_Negative interim operating covenant": "(b) Without limiting the generality of Section 5.1(a), except as otherwise expressly contemplated or required by this Agreement, as required by Applicable Law, as set forth in Section 5.1(b) of the Company Disclosure Schedule, or with Parent\u2019s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following:", | |
| "contract_61_No-Shop": "(b) Without limiting the generality of Section 5.1(a), except as otherwise expressly contemplated or required by this Agreement, as required by Applicable Law, as set forth in Section 5.1(b) of the Company Disclosure Schedule, or with Parent\u2019s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following:", | |
| "contract_61_Ordinary course covenant": "\u201cOrdinary Course of Business\u201d means, with respect to an action taken, or omitted to be taken, by any Person, that such action, or the failure to take such action, is consistent with the ordinary course of business of such Person, including any commercially reasonable deviations therefrom taken in good faith by such Person as a result of or in response to pandemics (including COVID-19).", | |
| "contract_61_Specific Performance": "(b) the Company shall have performed in all material respects its covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date\u037e", | |
| "contract_61_Superior Offer Definition": "\u201cSuperior Proposal\u201d means a bona fide, unsolicited written Acquisition Proposal (provided, that, for purposes of this definition, the applicable percentages in clauses (i) and (ii) of the definition of Acquisition Proposal shall be 50%, rather than 15%) that the Company Board, or any committee thereof, has determined in its good faith judgment ((a) after taking into account any binding revisions to the terms of this Agreement proposed by Parent pursuant to Section 6.1, (b) after consultation with its financial advisor and outside legal counsel, and (c) after taking into account the timing, likelihood of consummation, legal, financial, regulatory and other aspects of such Acquisition Proposal, and all other matters that the Company Board, or any committee thereof, considers appropriate), would, if consummated, result in a transaction more favorable to the Company\u2019s stockholders than the Merger and the other Transactions.", | |
| "contract_61_Tail Period & Acquisition Proposal Details": "(f) by the Company at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal, (ii) the Company shall have complied with its obligations under Section 6.1(d) and (iii) substantially concurrently with the termination of this Agreement, and as a condition to the effectiveness of such termination, the Company pays (or causes to be paid) to Parent the Company Termination Fee contemplated by Section 8.3(b)(iii) and the Company enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal\u037e", | |
| "contract_61_Type of Consideration": "(c) Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled in accordance with Section 2.1(b) and (ii) any Dissenting Shares) (such shares of Company Common Stock, other than those contemplated by the foregoing clauses (i) and (ii), \u201cEligible Shares\u201d) shall be automatically converted into the right to receive $20.85, without interest thereon (the \u201cMerger Consideration\u201d). As of the Effective Time and upon the conversion thereof, all Eligible Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Certificate or Book-Entry Shares representing Eligible Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(c) in accordance with the provisions of Section 2.2.", | |
| "contract_40_Absence of Litigation Closing Condition": "Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as (A) expressly permitted or required by this Agreement, (B) set forth in Section 5.1 of the Company Disclosure Letter, (C) consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (D) required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:", | |
| "contract_40_Accuracy of Target R&W Closing Condition": "WHEREAS, the Company, Parent and Merger Sub desire to effect the acquisition of the Company by Parent through the merger of Merger Sub with and into the Company, with the Company surviving the merger as the surviving corporation (the \u201cMerger\u201d), in accordance with the General Corporation Law of the State of Delaware (the \u201cDGCL\u201d), and each share of Class A common stock, par value $0.10 per share, of the Company (the \u201cCompany Stock\u201d), shall be converted into the right to receive $20.25 in cash, without interest and less any required withholding Taxes (such amount, the \u201cMerger Consideration\u201d) upon the terms and subject to the conditions set forth herein;", | |
| "contract_40_Agreement provides for matching rights in connection with COR": "Section 7.2 No Solicitation.", | |
| "contract_40_Agreement provides for matching rights in connection with FTR": "Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):", | |
| "contract_40_Breach of Meeting Covenant": "Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):", | |
| "contract_40_Breach of No Shop": "Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):", | |
| "contract_40_Compliance with Covenant Closing Condition": "Section 8.2 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction, at or prior to the Closing, of the following conditions (which may be waived, in whole or in part, to the extent permitted by Law, by Parent):", | |
| "contract_40_FTR Triggers": "Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):", | |
| "contract_40_Fiduciary exception to COR covenant": "Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as (A) expressly permitted or required by this Agreement, (B) set forth in Section 5.1 of the Company Disclosure Letter, (C) consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (D) required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:", | |
| "contract_40_Fiduciary exception: Board determination (no-shop)": "Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as (A) expressly permitted or required by this Agreement, (B) set forth in Section 5.1 of the Company Disclosure Letter, (C) consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (D) required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:", | |
| "contract_40_General Antitrust Efforts Standard": "Section 7.1 Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and, in any event, prior to the End Date, including using reasonable best efforts to (i) prepare and file, in consultation with the other Parties, as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party, in each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII).", | |
| "contract_40_Intervening Event Definition": "\u201cIntervening Event\u201d means any event, condition, fact, occurrence, change or development (not related to a Company Acquisition Proposal or Superior Proposal, or any inquiry, discussion, proposal, request or offer which constitutes, or could reasonably be expected to encourage or lead to, a Company Acquisition Proposal or Superior Proposal) that is not known to the Company Board as of the date of this Agreement (or if known, the consequences of which were not known or reasonably foreseeable), which event, condition, fact, occurrence, change or development becomes known to the Company Board prior to obtaining the Company Stockholder Approval; provided that in no event shall the fact alone that the Company meets or exceeds any internal or published forecasts or projections for any period, or any changes alone after the date of this Agreement in the market price or trading volume of shares of Company Stock, constitute, or be taken into account in determining the existence of, an Intervening Event (provided that such fact shall not prevent or otherwise affect a determination that the underlying cause of any such event referred to herein constitutes an \u201cIntervening Event\u201d).", | |
| "contract_40_Knowledge Definition": "\u201cKnowledge\u201d means (i) with respect to the Company, the actual knowledge, as of the date hereof, of each individual listed in Section 1.1(a) of the Company Disclosure Letter and (ii) with respect to Parent, the actual knowledge, as of the date hereof, of each individual listed in Section 1.1(b) of the Company Disclosure Letter.", | |
| "contract_40_Limitations on FTR Exercise": "Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):", | |
| "contract_40_MAE Definition": "any event, condition, fact, occurrence, change or development (not related to a Company Acquisition Proposal or Superior Proposal, or any inquiry, discussion, proposal, request or offer which constitutes, or could reasonably be expected to encourage or lead to, a Company Acquisition Proposal or Superior Proposal) that is not known to the Company Board as of the date of this Agreement (or if known, the consequences of which were not known or reasonably foreseeable), which event, condition, fact, occurrence, change or development becomes known to the Company Board prior to obtaining the Company Stockholder Approval; provided that in no event shall the fact alone that the Company meets or exceeds any internal or published forecasts or projections for any period, or any changes alone after the date of this Agreement in the market price or trading volume of shares of Company Stock, constitute, or be taken into account in determining the existence of, an Intervening Event (provided that such fact shall not prevent or otherwise affect a determination that the underlying cause of any such event referred to herein constitutes an \u201cIntervening Event\u201d).", | |
| "contract_40_Negative interim operating covenant": "Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as (A) expressly permitted or required by this Agreement, (B) set forth in Section 5.1 of the Company Disclosure Letter, (C) consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (D) required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:", | |
| "contract_40_No-Shop": "Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):", | |
| "contract_40_Ordinary course covenant": "Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as (A) expressly permitted or required by this Agreement, (B) set forth in Section 5.1 of the Company Disclosure Letter, (C) consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (D) required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:", | |
| "contract_40_Specific Performance": "(b) Performance of Obligations of the Company. The Company shall have performed in all material respects its covenants and obligations under this Agreement required to be performed by it at or prior to the Closing.", | |
| "contract_40_Superior Offer Definition": "(ii) if, prior to the receipt of the Company Stockholder Approval, (A) the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal to the extent permitted by, and subject to the terms and conditions of, Section 7.2, (B) substantially concurrently with the termination of this Agreement, the Company enters into an Alternative Acquisition Agreement providing for such Superior Proposal and (C) prior to or concurrently with such termination, the Company pays to Parent (or one or more of its designees) in immediately available funds the Company Termination Fee; or", | |
| "contract_40_Tail Period & Acquisition Proposal Details": "Section 9.1 Termination. This Agreement may be terminated at any time prior to the Effective Time (except as otherwise stated below):", | |
| "contract_40_Type of Consideration": "WHEREAS, the Company, Parent and Merger Sub desire to effect the acquisition of the Company by Parent through the merger of Merger Sub with and into the Company, with the Company surviving the merger as the surviving corporation (the \u201cMerger\u201d), in accordance with the General Corporation Law of the State of Delaware (the \u201cDGCL\u201d), and each share of Class A common stock, par value $0.10 per share, of the Company (the \u201cCompany Stock\u201d), shall be converted into the right to receive $20.25 in cash, without interest and less any required withholding Taxes (such amount, the \u201cMerger Consideration\u201d) upon the terms and subject to the conditions set forth herein;", | |
| "contract_136_Absence of Litigation Closing Condition": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Accuracy of Target R&W Closing Condition": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Agreement provides for matching rights in connection with COR": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Agreement provides for matching rights in connection with FTR": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Breach of Meeting Covenant": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Breach of No Shop": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Compliance with Covenant Closing Condition": "(c) the Company shall have complied with, or performed, in all material respects all of the Company\u2019s covenants and agreements it is required to comply with or perform at or prior to the Offer Acceptance Time;", | |
| "contract_136_FTR Triggers": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Fiduciary exception to COR covenant": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Fiduciary exception: Board determination (no-shop)": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_General Antitrust Efforts Standard": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Intervening Event Definition": "\u201cChange in Circumstance\u201d means any event, development or change in circumstances that materially affects the business, assets or operations of the Company (other than any event, occurrence, fact or change primarily resulting from a breach of this Agreement by the Company) and that was neither known to the Company Board nor reasonably foreseeable as of or prior to the date of this Agreement, which event, occurrence, fact or change becomes known to the Company Board prior to the Offer Acceptance Time, other than (a) changes in the Company Common Stock price, in and of itself (however, the underlying reasons for such changes may constitute a Change in Circumstances), (b) any Acquisition Proposal or (c) the fact that, in and of itself, the Company exceeds any internal or published projections, estimates or expectations of the Company\u2019s revenue, earnings or other financial performance or results of operations for any period, in and of itself (however, the underlying reasons for such events may constitute a Change in Circumstances).", | |
| "contract_136_Knowledge Definition": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Limitations on FTR Exercise": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_MAE Definition": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Negative interim operating covenant": "(b) During the Pre-Closing Period, except (w) as required or otherwise contemplated under this Agreement or as required by applicable Legal Requirements, (x) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (y) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures or (z) as set forth in Section 5.2 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries shall:", | |
| "contract_136_No-Shop": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Ordinary course covenant": "\u201cordinary course of business\u201d means an action taken, or omitted to be taken, in the ordinary and usual course of the Company\u2019s and its Subsidiaries\u2019 business, consistent with past practice (including, for the avoidance of doubt, recent past practice in light of COVID-19).", | |
| "contract_136_Specific Performance": "(c) the Company shall have complied with, or performed, in all material respects all of the Company\u2019s covenants and agreements it is required to comply with or perform at or prior to the Offer Acceptance Time;", | |
| "contract_136_Superior Offer Definition": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Tail Period & Acquisition Proposal Details": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_136_Type of Consideration": "(e) by the Company, at any time prior to the Offer Acceptance Time, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a \u201cSpecified Agreement\u201d); provided, that the Company has complied in all material respects with the requirements of Section 5.3 and Section 6.1(b)(i) with respect to such Superior Offer and, concurrently with such termination, pays the fee specified in Section 8.3(b)(i);", | |
| "contract_0_Absence of Litigation Closing Condition": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_Accuracy of Target R&W Closing Condition": "(h) by the Company, if the Company Board has determined to enter into a definitive agreement to accept a Superior Proposal\u037e provided that the Company may terminate this Agreement pursuant to this Section 7.1(h) only if the Company:", | |
| "contract_0_Agreement provides for matching rights in connection with COR": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_Agreement provides for matching rights in connection with FTR": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_Breach of Meeting Covenant": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_Breach of No Shop": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_Compliance with Covenant Closing Condition": "6.2. Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company (it being understood that each such condition is solely for the benefit of the Company and may be waived in writing by the Company in its sole discretion without notice, liability or obligation to any Person):", | |
| "contract_0_FTR Triggers": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_Fiduciary exception to COR covenant": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_Fiduciary exception: Board determination (no-shop)": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_General Antitrust Efforts Standard": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_Intervening Event Definition": "(h) by the Company, if the Company Board has determined to enter into a definitive agreement to accept a Superior Proposal\u037e", | |
| "contract_0_Knowledge Definition": "\u201cknowledge\u201d means, with respect to the Company, the knowledge of any individual set forth on Schedule 1.1-B of the Company Disclosure Letter as of the Original Agreement Date with respect to a fact, circumstance, event or other matter after reasonable inquiry.", | |
| "contract_0_Limitations on FTR Exercise": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_MAE Definition": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_Negative interim operating covenant": "(h) by the Company, if the Company Board has determined to enter into a definitive agreement to accept a Superior Proposal\u037e provided that the Company may terminate this Agreement pursuant to this Section 7.1(h) only if the Company:", | |
| "contract_0_No-Shop": "\u201cRepresentatives\u201d means, collectively, with respect to any Person, such Person\u2019s officers, directors, Affiliates, employees, agents or advisors, including any investment banker, broker, attorney, accountant, consultant or other authorized representative of such Person.", | |
| "contract_0_Ordinary course covenant": "\u201cOrdinary Course of Business\u201d means, in reference to any action taken by the Company, including indirectly through any of the Subsidiaries, that such action (or inaction) (i) is consistent with the Company\u2019s past practices and (ii) is taken (or refrained from being taken) in the ordinary course of the Company\u2019s business.", | |
| "contract_0_Specific Performance": "8.8. Remedies Cumulative\u037e Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party hereto shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party hereto of any one remedy shall not preclude the exercise of any other remedy and nothing in this Agreement shall be deemed a waiver by any party of any right to specific performance or injunctive relief. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity,", | |
| "contract_0_Superior Offer Definition": "\u201cSuperior Proposal\u201d means, with respect to the Company, an unsolicited, bona fide written offer submitted after the Agreement Date by a Person or Group to acquire, directly or indirectly, (i) pursuant to a tender offer, exchange offer, merger, consolidation or other business combination (including by means of a tender offer followed by a back-end merger) beneficial ownership of 50% or more of the outstanding voting securities of the Company or (ii) 50% or more of the assets of the Company, that the Company Board has concluded in its good faith judgment (following consultation with its outside legal counsel and a financial advisor of national standing), taking into account, among other things, all legal, financial, regulatory, timing and other aspects of the offer, including conditions to consummation and the Person making the offer, in each case deemed relevant by the Company Board (x) would be, if consummated, more favorable, from a financial point of view, to the Company\u2019s stockholders (in their capacities as stockholders) than the terms of this Agreement and (y) is reasonably likely to be consummated on the terms proposed (as determined in the good faith judgment of the Company Board).", | |
| "contract_0_Tail Period & Acquisition Proposal Details": "5.3. No Solicitation\u037e Acquisition Proposals.", | |
| "contract_0_Type of Consideration": "\u201cPer Share Cash Amount\u201d means $115.00 in cash per share of Company Common Stock.", | |
| "contract_22_Absence of Litigation Closing Condition": "8.2. Conditions to Parent\u2019s and Merger Sub\u2019s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions:", | |
| "contract_22_Accuracy of Target R&W Closing Condition": "(B) is not qualified by \u201cmateriality\u201d, \u201cMaterial Adverse Effect\u201d or similar qualifiers shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct as of such particular date or period of time);", | |
| "contract_22_Agreement provides for matching rights in connection with COR": "7.2. Acquisition Proposals; Change of Recommendation.", | |
| "contract_22_Agreement provides for matching rights in connection with FTR": "7.2. Acquisition Proposals; Change of Recommendation.", | |
| "contract_22_Breach of Meeting Covenant": "(b) at any time prior to the time the Requisite Company Vote is obtained, if (i) the Company Board shall have effected a Change of Recommendation or (ii) the Company shall have materially breached the obligations set forth in Section 7.2(a) (No Solicitation).", | |
| "contract_22_Breach of No Shop": "(b) at any time prior to the time the Requisite Company Vote is obtained, if (i) the Company Board shall have effected a Change of Recommendation or (ii) the Company shall have materially breached the obligations set forth in Section 7.2(a) (No Solicitation).", | |
| "contract_22_Compliance with Covenant Closing Condition": "(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.", | |
| "contract_22_FTR Triggers": "(b) at any time prior to the time the Requisite Company Vote is obtained, in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in compliance with Section 7.2(d); provided, however, that the Company shall have concurrently with such termination paid or caused to be paid to Parent the Termination Fee pursuant to Section 9.5 and the Company shall not have materially breached the obligations set forth in Section 7.2(a) (No Solicitation) in respect of such Acquisition Proposal.", | |
| "contract_22_Fiduciary exception to COR covenant": "7.2. Acquisition Proposals; Change of Recommendation.", | |
| "contract_22_Fiduciary exception: Board determination (no-shop)": "7.2. Acquisition Proposals; Change of Recommendation.", | |
| "contract_22_General Antitrust Efforts Standard": "(iii) the prompt use of its reasonable best efforts to comply with Section 7.6(b)(iii) of the Company Disclosure Letter; (iv) the prompt use of its reasonable best efforts to defend through litigation on the merits any claim asserted in any court, agency or other Proceeding by any Governmental Antitrust Entity (or any other Person making a claim under any Antitrust Law) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement (subject in all cases to the limitations set forth in Section 7.6(c)); (v) the prompt use of its reasonable best efforts to take all necessary or reasonably proper or advisable steps to vacate, modify, reverse, suspend, prevent, eliminate or remove any temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued in any Proceeding or inquiry of any kind that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation of the transactions contemplated by this Agreement (subject in all cases to the limitations set forth in Section 7.6(c));", | |
| "contract_22_Intervening Event Definition": "provided that any event, change, development, circumstance, fact or effect (i) that involves or relates to an Acquisition Proposal or a Superior Proposal (which, -7- ________________ for purposes of this definition, shall be read without reference to any percentages set forth in the definitions of \u201cAcquisition Proposal\u201d and \u201cSuperior Proposal\u201d) or any inquiry or communications or matters relating thereto, (ii) resulting from a breach of this Agreement by the Company or (iii) resulting, in and of itself, from any event, change, development, circumstance or fact after the execution and delivery of this Agreement in the market price or trading volume of the Shares, individually or in the aggregate, shall not be deemed to constitute an Intervening Event.", | |
| "contract_22_Knowledge Definition": "\u201cKnowledge\u201d means the actual knowledge of the individuals set forth in Section 1.1(a) of the Company Disclosure Letter and any other individuals that, following the date of this Agreement, replace or share the employment responsibilities of any such scheduled individuals, in each case after reasonable due inquiry.", | |
| "contract_22_Limitations on FTR Exercise": "(b) at any time prior to the time the Requisite Company Vote is obtained, in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in compliance with Section 7.2(d); provided, however, that the Company shall have concurrently with such termination paid or caused to be paid to Parent the Termination Fee pursuant to Section 9.5 and the Company shall not have materially breached the obligations set forth in Section 7.2(a) (No Solicitation) in respect of such Acquisition Proposal.", | |
| "contract_22_MAE Definition": "7.2. Acquisition Proposals; Change of Recommendation.", | |
| "contract_22_Negative interim operating covenant": "7.1. Interim Operations", | |
| "contract_22_No-Shop": "\u201cRepresentative\u201d means, with respect to any Person, any director, principal, partner, manager, member (if such Person is a member-managed limited liability company or similar entity), employee (including any officer), consultant, investment banker, financial advisor, legal counsel, attorney-in-fact, accountant or other advisor, agent or other representative of such Person, in each case acting in their capacity as such.", | |
| "contract_22_Ordinary course covenant": "\u201cOrdinary Course of Business\u201d means, with respect to any Person, the conduct of such Person\u2019s business that is consistent in all material respects in nature, scope and magnitude with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person, including any commercially reasonable deviations therefrom due to COVID-19 Measures.", | |
| "contract_22_Specific Performance": "(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.", | |
| "contract_22_Superior Offer Definition": "(b) at any time prior to the time the Requisite Company Vote is obtained, in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in compliance with Section 7.2(d); provided, however, that the Company shall have concurrently with such termination paid or caused to be paid to Parent the Termination Fee pursuant to Section 9.5 and the Company shall not have materially breached the obligations set forth in Section 7.2(a) (No Solicitation) in respect of such Acquisition Proposal.", | |
| "contract_22_Tail Period & Acquisition Proposal Details": "(b) at any time prior to the time the Requisite Company Vote is obtained, in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in compliance with Section 7.2(d); provided, however, that the Company shall have concurrently with such termination paid or caused to be paid to Parent the Termination Fee pursuant to Section 9.5 and the Company shall not have materially breached the obligations set forth in Section 7.2(a) (No Solicitation) in respect of such Acquisition Proposal.", | |
| "contract_22_Type of Consideration": "\u201cPer Share Merger Consideration\u201d means $25.75 per Share in cash, without interest.", | |
| "contract_77_Absence of Litigation Closing Condition": "Section 3.8 Absence of Certain Changes or Events.", | |
| "contract_77_Accuracy of Target R&W Closing Condition": "Section 4.1 Corporate Organization.", | |
| "contract_77_Agreement provides for matching rights in connection with COR": "Section 5.14 No Solicitation\u037e Change of Recommendation.", | |
| "contract_77_Agreement provides for matching rights in connection with FTR": "Section 5.14 No Solicitation\u037e Change of Recommendation.", | |
| "contract_77_Breach of Meeting Covenant": "Section 5.14 No Solicitation\u037e Change of Recommendation.", | |
| "contract_77_Breach of No Shop": "Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:", | |
| "contract_77_Compliance with Covenant Closing Condition": "(b) Performance of Obligations of KTYB. KTYB shall have performed in all material respects the obligations required to be performed by KTYB under this Agreement at or prior to the Closing Date.", | |
| "contract_77_FTR Triggers": "Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:", | |
| "contract_77_Fiduciary exception to COR covenant": "(h) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to the Requisite KTYB Vote, the Board of Directors of KTYB (or a duly authorized committee thereof) may make a Change of Recommendation (and terminate this Agreement pursuant to Section 7.1(f)) if: (i) KTYB has received an unsolicited bona fide written Acquisition Proposal from any person that is not withdrawn and that the Board of Directors of KTYB (or a duly authorized committee thereof) concludes in good faith and in compliance with the requirements of Section 5.14(f) constitutes a Superior Proposal, and: (A) the Board of Directors of KTYB (or a duly authorized committee thereof) determines in good faith, after consultation with outside legal counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable laws\u037e", | |
| "contract_77_Fiduciary exception: Board determination (no-shop)": "(h) Notwithstanding anything to the contrary set forth in this Agreement, at any time prior to the Requisite KTYB Vote, the Board of Directors of KTYB (or a duly authorized committee thereof) may make a Change of Recommendation (and terminate this Agreement pursuant to Section 7.1(f)) if: (i) KTYB has received an unsolicited bona fide written Acquisition Proposal from any person that is not withdrawn and that the Board of Directors of KTYB (or a duly authorized committee thereof) concludes in good faith and in compliance with the requirements of Section 5.14(f) constitutes a Superior Proposal, and: (A) the Board of Directors of KTYB (or a duly authorized committee thereof) determines in good faith, after consultation with outside legal counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable laws\u037e", | |
| "contract_77_General Antitrust Efforts Standard": "(c) In furtherance and not in limitation of the foregoing, each of SYBT and KTYB shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require SYBT or KTYB to take any action, or commit to take any action, or agree to any condition or restriction that would reasonably be expected to have a Material Adverse Effect on SYBT and the SYBT Subsidiaries, taken as a whole, after giving effect to the Merger (a \u201cMaterially Burdensome Regulatory Condition\u201d).", | |
| "contract_77_Intervening Event Definition": "Section 3.8 Absence of Certain Changes or Events.", | |
| "contract_77_Knowledge Definition": "\u201cknowledge\u201d of KTYB means the actual knowledge after reasonable inquiry of any of the officers of KTYB listed on Section 8.6 of KTYB Disclosure Schedule,", | |
| "contract_77_Limitations on FTR Exercise": "Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:", | |
| "contract_77_MAE Definition": "Section 5.6 Approval of KTYB Shareholders.", | |
| "contract_77_Negative interim operating covenant": "During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in Section 5.2 of KTYB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures) or any Regulatory Agencies, KTYB shall not, and shall not permit any of the KTYB Subsidiaries to, without the prior written consent of SYBT (which consent will not be unreasonably withheld, conditioned or delayed):", | |
| "contract_77_No-Shop": "Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:", | |
| "contract_77_Ordinary course covenant": "Section 3.8 Absence of Certain Changes or Events. (a) Since December 31, 2019, there has not been a Material Adverse Effect on KTYB. (b) Except in connection with matters contemplated, required or permitted by this Agreement, since December 31, 2019, KTYB the KTYB Subsidiaries have carried on their respective businesses in the ordinary ________________ course, consistent with past practices. For purposes of this Agreement, the term \u201cordinary course, consistent with past practices\u201d with respect to any party to this Agreement shall take into account the commercially reasonable actions taken by the party and its Subsidiaries in response to the Pandemic and the Pandemic Measures.", | |
| "contract_77_Specific Performance": "(b) Performance of Obligations of KTYB. KTYB shall have performed in all material respects the obligations required to be performed by KTYB under this Agreement at or prior to the Closing Date.", | |
| "contract_77_Superior Offer Definition": "Section 5.14 No Solicitation\u037e Change of Recommendation.", | |
| "contract_77_Tail Period & Acquisition Proposal Details": "Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:", | |
| "contract_77_Type of Consideration": "(a) Subject to Section 2.2(e), each share of common stock, no par value (the \u201cKTYB Common Stock\u201d), of KTYB issued and outstanding immediately prior to the Effective Time (except for shares of KTYB Common Stock (A) owned by KTYB or SYBT (other than shares (x) held in trust accounts, managed accounts, mutual funds or similar accounts, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties, or (y) held, directly or indirectly, as a result of debts previously contracted) or (B) that are Dissenting Shares), shall be converted into (i) 0.64 shares (the \u201cExchange Ratio\u201d) of common stock, no par value, of SYBT (the \u201cSYBT Common Stock\u201d) and (ii) the right to receive, without interest, $4.75 in cash (the \u201cPer Share Cash Consideration\u201d and, together with the shares of SYBT Common Stock referenced in clause (i), the \u201cMerger Consideration\u201d).", | |
| "contract_19_Absence of Litigation Closing Condition": "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:", | |
| "contract_19_Accuracy of Target R&W Closing Condition": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Agreement provides for matching rights in connection with COR": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Agreement provides for matching rights in connection with FTR": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Breach of Meeting Covenant": "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:", | |
| "contract_19_Breach of No Shop": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Compliance with Covenant Closing Condition": "(c) Performance of Obligations of the Company. The covenants and agreements in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects; and Parent shall have received a certificate signed on behalf of the Company by a duly authorized executive officer of the Company to such effect.", | |
| "contract_19_FTR Triggers": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Fiduciary exception to COR covenant": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Fiduciary exception: Board determination (no-shop)": "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:", | |
| "contract_19_General Antitrust Efforts Standard": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Intervening Event Definition": "\u201cIntervening Event\u201d means any material event, change, effect, development or occurrence that (a) was not known or reasonably foreseeable to the Company Board of Directors as of or prior to the date of this Agreement (or, if known or reasonably foreseeable to the Company Board of Directors as of or prior to the date of this Agreement, the material consequences thereof were not known to or reasonably foreseeable by the Company Board of Directors as of or prior the date of this Agreement) and (b) does not relate to any Competing Proposal.", | |
| "contract_19_Knowledge Definition": "\u201cknowledge\u201d will be deemed to be, as the case may be, the actual knowledge of (a) the Persons listed in Section 9.5 of the Parent Disclosure Letter with respect to Parent, US Holdco or Crystal Merger Sub, or (b) the Persons listed in Section 9.5 of the Company Disclosure Letter with respect to the Company.", | |
| "contract_19_Limitations on FTR Exercise": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_MAE Definition": "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:", | |
| "contract_19_Negative interim operating covenant": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_No-Shop": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Ordinary course covenant": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Specific Performance": "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:", | |
| "contract_19_Superior Offer Definition": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Tail Period & Acquisition Proposal Details": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_19_Type of Consideration": "(g) by the Company, prior to obtaining the Company Stockholder Approval, pursuant to Section 5.3(d)(ii)(B), in order to enter into a definitive agreement providing for a Superior Proposal, provided that the Company shall have paid the Company Termination Fee pursuant to Section 8.2(b) (iv) simultaneously with or prior to such termination.", | |
| "contract_66_Absence of Litigation Closing Condition": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation", | |
| "contract_66_Accuracy of Target R&W Closing Condition": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation", | |
| "contract_66_Agreement provides for matching rights in connection with COR": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation", | |
| "contract_66_Agreement provides for matching rights in connection with FTR": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation", | |
| "contract_66_Breach of Meeting Covenant": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation.", | |
| "contract_66_Breach of No Shop": "Section 7.1 Termination. This Agreement may be terminated and the Transactions abandoned at any time prior to the First Effective Time, whether before or after receipt of the Company Stockholder Approval or the Parent Shareholder Approval, as applicable:", | |
| "contract_66_Compliance with Covenant Closing Condition": "(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.", | |
| "contract_66_FTR Triggers": "Section 7.1 Termination. This Agreement may be terminated and the Transactions abandoned at any time prior to the First Effective Time, whether before or after receipt of the Company Stockholder Approval or the Parent Shareholder Approval, as applicable:", | |
| "contract_66_Fiduciary exception to COR covenant": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation", | |
| "contract_66_Fiduciary exception: Board determination (no-shop)": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation", | |
| "contract_66_General Antitrust Efforts Standard": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation. (a) Except as provided in Section 5.3(b) or Section 5.3(d), from the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement in accordance with Section 7.1, (i) the Company shall cease, and shall cause its Subsidiaries and its and their respective officers and directors and shall use its reasonable best efforts to cause the other Company Representatives to cease, all existing discussions, negotiations and communications with any Persons or entities with respect to any Company Takeover Proposal (other than the transactions contemplated hereby);", | |
| "contract_66_Intervening Event Definition": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation", | |
| "contract_66_Knowledge Definition": "\u201cKnowledge\u201d shall mean, (i) in the case of the Company, the actual knowledge, after reasonably inquiry, of the individuals listed on Section 8.13 of the Company Disclosure Schedule and", | |
| "contract_66_Limitations on FTR Exercise": "Section 7.1 Termination. This Agreement may be terminated and the Transactions abandoned at any time prior to the First Effective Time, whether before or after receipt of the Company Stockholder Approval or the Parent Shareholder Approval, as applicable:", | |
| "contract_66_MAE Definition": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation.", | |
| "contract_66_Negative interim operating covenant": "In addition, without limiting the generality of the foregoing and subject to applicable Law, during the period from the date of this Agreement until the First Effective Time, except (i) as expressly contemplated or expressly permitted by this Agreement, (ii) as required by applicable Law or (iii) as set forth in Section 5.1(a) of the Company Disclosure Schedule, during the period from the date of this Agreement until the First Effective Time, unless Parent otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not and shall not permit its Subsidiaries to:", | |
| "contract_66_No-Shop": "\u201cRepresentatives\u201d shall mean, with respect to any Person, the advisors, attorneys, accountants, consultants or other representatives (acting in such capacity) retained by such Person or any of its controlled Affiliates, together with directors, officers and employees of such Person and its Subsidiaries.", | |
| "contract_66_Ordinary course covenant": "\u201cOrdinary Course of Business\u201d shall mean an action taken, or omitted to be taken, by any Person in the ordinary course of such Person\u2019s business.", | |
| "contract_66_Specific Performance": "(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.", | |
| "contract_66_Superior Offer Definition": "\u201cCompany Superior Proposal\u201d shall mean any bona fide written Company Takeover Proposal (provided that for purposes of this definition references to twenty percent (20%) in the definition of \u201cCompany Takeover Proposal\u201d shall be deemed to be references to fifty percent (50%)) which the Company Board determines in good faith (after consultation with its outside counsel and financial advisor) to be (i) more favorable to the Company\u2019s stockholders from a financial point of view than the Transactions and (ii) reasonably likely to be completed on the terms proposed, in the case of each of clauses (i) and (ii), taking into account at the time of determination all relevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms and conditions of such proposal and this Agreement and any changes to the terms of this Agreement offered by Parent in response to such Company Takeover Proposal.", | |
| "contract_66_Tail Period & Acquisition Proposal Details": "Section 7.1 Termination. This Agreement may be terminated and the Transactions abandoned at any time prior to the First Effective Time, whether before or after receipt of the Company Stockholder Approval or the Parent Shareholder Approval, as applicable:", | |
| "contract_66_Type of Consideration": "Section 5.3 No Solicitation by the Company; Company Change in Recommendation", | |
| "contract_47_Absence of Litigation Closing Condition": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Accuracy of Target R&W Closing Condition": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Agreement provides for matching rights in connection with COR": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Agreement provides for matching rights in connection with FTR": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Breach of Meeting Covenant": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Breach of No Shop": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Compliance with Covenant Closing Condition": "(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.", | |
| "contract_47_FTR Triggers": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Fiduciary exception to COR covenant": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Fiduciary exception: Board determination (no-shop)": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_General Antitrust Efforts Standard": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Intervening Event Definition": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Knowledge Definition": "\u201cKnowledge\u201d when used in this Agreement with respect to the Company shall mean the actual knowledge of those persons set forth in Section 3.1(g)(ii)of the Company Disclosure Letter without obligation of any further review or inquiry, and does not include information of which they may be deemed to have constructive knowledge only.", | |
| "contract_47_Limitations on FTR Exercise": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_MAE Definition": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Negative interim operating covenant": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_No-Shop": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Ordinary course covenant": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Specific Performance": "(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.", | |
| "contract_47_Superior Offer Definition": "(i) For purposes of this Agreement, \u201cAcquisition Proposal\u201d means any proposal, offer, or indication of interest from any Person or group (as defined in or under Section13 of the Exchange Act), other than Parent or its Subsidiaries, (i) with respect to a merger, sale, license, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction or (ii)any other direct or indirect acquisition, in the case of clause (i)or (ii), involving 15% or more of the total voting power or of any class of equity securities of the Company, or 15% or more of the consolidated total assets (including equity securities of its Subsidiaries), consolidated revenues or consolidated net income of the Company, in each case other than the transactions contemplated by this Agreement.", | |
| "contract_47_Tail Period & Acquisition Proposal Details": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_47_Type of Consideration": "Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to:", | |
| "contract_39_Absence of Litigation Closing Condition": "(b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to:", | |
| "contract_39_Accuracy of Target R&W Closing Condition": "(b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to:", | |
| "contract_39_Agreement provides for matching rights in connection with COR": "Section 5.9 Acquisition Proposals.", | |
| "contract_39_Agreement provides for matching rights in connection with FTR": "Section 5.9 Acquisition Proposals.", | |
| "contract_39_Breach of Meeting Covenant": "Section 10.1 Termination of Agreement . This Agreement may be terminated only as set forth below, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or Nicolet:", | |
| "contract_39_Breach of No Shop": "Section 10.1 Termination of Agreement . This Agreement may be terminated only as set forth below, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or Nicolet:", | |
| "contract_39_Compliance with Covenant Closing Condition": "Section 9.2 Performance by Nicolet. Nicolet shall have performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date.", | |
| "contract_39_FTR Triggers": "Section 5.9 Acquisition Proposals.", | |
| "contract_39_Fiduciary exception to COR covenant": "(b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to:", | |
| "contract_39_Fiduciary exception: Board determination (no-shop)": "(b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to:", | |
| "contract_39_General Antitrust Efforts Standard": "Section 5.2 Operation of the Company and Company Subsidiaries. (a) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company shall, and shall cause each of its Subsidiaries to: (i) conduct its business in the Ordinary Course of Business in all material respects; (ii) use commercially reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships; and (iii) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of the Company or Nicolet to obtain any of the Requisite Regulatory Approvals, to perform its covenants and agreements under this Agreement or to consummate the Contemplated Transactions.", | |
| "contract_39_Intervening Event Definition": "Section 5.9 Acquisition Proposals.", | |
| "contract_39_Knowledge Definition": "\u201cKnowledge\u201d means, assuming due inquiry under the facts or circumstances, the actual knowledge of: (i) with respect to Nicolet, the chief executive officer, president, chief financial officer, chief credit officer or general counsel of Nicolet; or (ii) with respect to the Company, the president, chief financial officer or secretary of the Company or the chief banking officer of the Bank.", | |
| "contract_39_Limitations on FTR Exercise": "(b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to:", | |
| "contract_39_MAE Definition": "Section 5.9 Acquisition Proposals.", | |
| "contract_39_Negative interim operating covenant": "(b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to:", | |
| "contract_39_No-Shop": "(b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to:", | |
| "contract_39_Ordinary course covenant": "\u201cOrdinary Course of Business\u201d shall include any action taken by a Person only if such action is consistent with the past practices of such Person and is similar in nature and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.", | |
| "contract_39_Specific Performance": "Section 8.2 Performance by the Company. The Company shall have performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date.", | |
| "contract_39_Superior Offer Definition": "Section 5.9 Acquisition Proposals.", | |
| "contract_39_Tail Period & Acquisition Proposal Details": "Section 10.1 Termination of Agreement . This Agreement may be terminated only as set forth below, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or Nicolet:", | |
| "contract_39_Type of Consideration": "Section 5.9 Acquisition Proposals.", | |
| "contract_74_Absence of Litigation Closing Condition": "Section 5.2 No Solicitation.", | |
| "contract_74_Accuracy of Target R&W Closing Condition": "(iii) each of the Company Capitalization Representations shall be true and correct in all respects (other than de minimis deviations therefrom), as of the date of this Agreement and as of the Closing Date as though made on or as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date).", | |
| "contract_74_Agreement provides for matching rights in connection with COR": "Section 5.2 No Solicitation.", | |
| "contract_74_Agreement provides for matching rights in connection with FTR": "Section 5.2 No Solicitation.", | |
| "contract_74_Breach of Meeting Covenant": "Section 5.2 No Solicitation.", | |
| "contract_74_Breach of No Shop": "Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or (except as provided below) after obtaining the Company Shareholder Approval (with any termination by Parent also being an effective termination by Merger Sub):", | |
| "contract_74_Compliance with Covenant Closing Condition": "(b) Compliance with Company Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date.", | |
| "contract_74_FTR Triggers": "Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or (except as provided below) after obtaining the Company Shareholder Approval (with any termination by Parent also being an effective termination by Merger Sub):", | |
| "contract_74_Fiduciary exception to COR covenant": "Section 5.2 No Solicitation.", | |
| "contract_74_Fiduciary exception: Board determination (no-shop)": "Section 5.2 No Solicitation.", | |
| "contract_74_General Antitrust Efforts Standard": "Section 5.4 Consents, Approvals and Filings. (a) Upon the terms and subject to the conditions set forth in this Agreement, the parties shall, and shall cause their respective Subsidiaries to, (i) use reasonable best efforts to cause the conditions set forth in ARTICLE VI to be satisfied as promptly as practicable, (ii) use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its respective Subsidiaries with respect to the Merger and, subject to the conditions set forth in ARTICLE VI hereof, to consummate the Merger and the other transactions contemplated hereby, as promptly as practicable,", | |
| "contract_74_Intervening Event Definition": "Section 5.2 No Solicitation.", | |
| "contract_74_Knowledge Definition": "\u201cKnowledge\u201d means, with respect to the Company or Parent, the actual knowledge, and such knowledge that would be obtained after conducting a reasonable inquiry of such Person\u2019s direct reports, of the Persons set forth in Section 8.12 of the Company Disclosure Schedule or the officers of Parent, respectively.", | |
| "contract_74_Limitations on FTR Exercise": "(b) Without limiting the generality of the foregoing (except as provided herein), from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity, 31 ________________ (y) as set forth in Section 4.1(b) of the Company Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed, except with respect to any consent requested under Section 4.1(b)(ii), (iii), (vi), (xi), (xix) or (xxii) (in connection with any of the foregoing Sections)), the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:", | |
| "contract_74_MAE Definition": "Section 5.2 No Solicitation.", | |
| "contract_74_Negative interim operating covenant": "(b) Without limiting the generality of the foregoing (except as provided herein), from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity, 31 ________________ (y) as set forth in Section 4.1(b) of the Company Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed, except with respect to any consent requested under Section 4.1(b)(ii), (iii), (vi), (xi), (xix) or (xxii) (in connection with any of the foregoing Sections)), the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:", | |
| "contract_74_No-Shop": "(b) Without limiting the generality of the foregoing (except as provided herein), from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity, 31 ________________ (y) as set forth in Section 4.1(b) of the Company Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed, except with respect to any consent requested under Section 4.1(b)(ii), (iii), (vi), (xi), (xix) or (xxii) (in connection with any of the foregoing Sections)), the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:", | |
| "contract_74_Ordinary course covenant": "Section 4.1 Conduct of Business by the Company. (a) From the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Section 7.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity, (y) as set forth in Section 4.1(a) of the Company Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed, except as otherwise set forth in this Agreement), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course of Business in all material respects", | |
| "contract_74_Specific Performance": "Section 5.2 No Solicitation.", | |
| "contract_74_Superior Offer Definition": "(ii) prior to obtaining the Company Shareholder Approval, (A) immediately prior to or concurrently with the termination of this Agreement, the Company, subject to complying in all material respects with the terms of this Agreement, including Section 5.2, enters into one or more Alternative Acquisition Agreements with respect to a Superior Proposal and (B) the Company immediately prior to or concurrently with such termination pays to Parent or its designees any fees required to be paid pursuant to Section 7.3; or", | |
| "contract_74_Tail Period & Acquisition Proposal Details": "Section 7.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or (except as provided below) after obtaining the Company Shareholder Approval (with any termination by Parent also being an effective termination by Merger Sub):", | |
| "contract_74_Type of Consideration": "(c) Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding (i) Excluded Shares, and (ii) for the avoidance of doubt, any Company Performance Share Awards or Company Restricted Share Awards, which shall be treated in accordance with Section 1.12) shall be converted into and shall thereafter represent the right to receive an amount in cash equal to $14.00, without interest (the \u201cMerger Consideration\u201d). As of the Effective Time, all such shares of Company Common Stock shall cease to be outstanding, shall be automatically cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock (a \u201cCertificate\u201d) or shares of Company Common Stock held in book-entry form (\u201cBook-Entry Shares\u201d) shall cease to have any rights with respect thereto, except the right to receive, in accordance with this Section 1.8(c), the Merger Consideration upon surrender of such Certificate or cancellation of such Book-Entry Shares in accordance with Section 1.11.", | |
| "contract_110_Absence of Litigation Closing Condition": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Accuracy of Target R&W Closing Condition": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Agreement provides for matching rights in connection with COR": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Agreement provides for matching rights in connection with FTR": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Breach of Meeting Covenant": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Breach of No Shop": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Compliance with Covenant Closing Condition": "(b) Covenants. Each and all of the agreements and covenants of the Company and the Company Subsidiaries to be performed and complied with pursuant to this Agreement on or prior to the Effective Time have been duly performed and complied with in all material respects.", | |
| "contract_110_FTR Triggers": "(i) by the Company prior to the time the Company Stockholder Approval is obtained, if this Agreement is terminated to enter into a definitive agreement relating to a Company Superior Proposal in accordance with Section 6.4; provided that, concurrently with such termination, the Company enters into such definitive agreement; provided, further, that the Company shall have prior to or concurrently with such termination tendered payment to Parent of the Company Termination Fee; or", | |
| "contract_110_Fiduciary exception to COR covenant": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Fiduciary exception: Board determination (no-shop)": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_General Antitrust Efforts Standard": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Intervening Event Definition": "\u201cCompany Intervening Event\u201d means an Effect (other than a Company Acquisition Proposal) that, individually or in the aggregate, is material to the Company and the Company Subsidiaries, taken as a whole, that was not known to the Company Board as of the date of this Agreement (or if known, the consequences of which were not known to or reasonably foreseeable to by the Company Board as of the date of this Agreement), which Effect (or any consequence thereof) becomes known by the Company Board prior to the time of the Company Stockholder Approval.", | |
| "contract_110_Knowledge Definition": "\u201cKnowledge\u201d means the actual knowledge, after reasonable inquiry, of (a) in the case of the Company and the Company Subsidiaries, the individuals listed in Section 1.1(a) of the Company Disclosure Letter and (b) in the case of Parent and Merger Sub, the individuals listed in Section 1.1 of the Parent Disclosure Letter.", | |
| "contract_110_Limitations on FTR Exercise": "(i) by the Company prior to the time the Company Stockholder Approval is obtained, if this Agreement is terminated to enter into a definitive agreement relating to a Company Superior Proposal in accordance with Section 6.4; provided that, concurrently with such termination, the Company enters into such definitive agreement; provided, further, that the Company shall have prior to or concurrently with such termination tendered payment to Parent of the Company Termination Fee; or", | |
| "contract_110_MAE Definition": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Negative interim operating covenant": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_No-Shop": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Ordinary course covenant": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Specific Performance": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_110_Superior Offer Definition": "(i) by the Company prior to the time the Company Stockholder Approval is obtained, if this Agreement is terminated to enter into a definitive agreement relating to a Company Superior Proposal in accordance with Section 6.4; provided that, concurrently with such termination, the Company enters into such definitive agreement; provided, further, that the Company shall have prior to or concurrently with such termination tendered payment to Parent of the Company Termination Fee; or", | |
| "contract_110_Tail Period & Acquisition Proposal Details": "(i) by the Company prior to the time the Company Stockholder Approval is obtained, if this Agreement is terminated to enter into a definitive agreement relating to a Company Superior Proposal in accordance with Section 6.4; provided that, concurrently with such termination, the Company enters into such definitive agreement; provided, further, that the Company shall have prior to or concurrently with such termination tendered payment to Parent of the Company Termination Fee; or", | |
| "contract_110_Type of Consideration": "Section 6.4 No Solicitation by the Company and Company Change in Recommendation", | |
| "contract_128_Absence of Litigation Closing Condition": "(h ) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company has complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) as a condition to such termination the Company pays the Company Termination Fee due to Parent in accordance with the applicable provision of Section 8.3(b); or", | |
| "contract_128_Accuracy of Target R&W Closing Condition": "(ii) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $330.00, without interest thereon, subject to any required withholding of Taxes (the \u201cPer Share Price\u201d), in accordance with the provisions of Section 2.9 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.11); and", | |
| "contract_128_Agreement provides for matching rights in connection with COR": "(h ) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company has complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) as a condition to such termination the Company pays the Company Termination Fee due to Parent in accordance with the applicable provision of Section 8.3(b); or", | |
| "contract_128_Agreement provides for matching rights in connection with FTR": "(h ) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company has complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) as a condition to such termination the Company pays the Company Termination Fee due to Parent in accordance with the applicable provision of Section 8.3(b); or", | |
| "contract_128_Breach of Meeting Covenant": "(h) Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives (acting as such and at the specific instruction of the Company) will be deemed to be a breach of this Agreement by the Company.", | |
| "contract_128_Breach of No Shop": "(h) Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives (acting as such and at the specific instruction of the Company) will be deemed to be a breach of this Agreement by the Company.", | |
| "contract_128_Compliance with Covenant Closing Condition": "( b ) Performance of Obligations of the Company. The Company will have performed and complied in all material respects with its covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the Closing.", | |
| "contract_128_FTR Triggers": "(ii) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $330.00, without interest thereon, subject to any required withholding of Taxes (the \u201cPer Share Price\u201d), in accordance with the provisions of Section 2.9 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.11); and", | |
| "contract_128_Fiduciary exception to COR covenant": "(h ) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company has complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) as a condition to such termination the Company pays the Company Termination Fee due to Parent in accordance with the applicable provision of Section 8.3(b); or", | |
| "contract_128_Fiduciary exception: Board determination (no-shop)": "(h ) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company has complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) as a condition to such termination the Company pays the Company Termination Fee due to Parent in accordance with the applicable provision of Section 8.3(b); or", | |
| "contract_128_General Antitrust Efforts Standard": "(h ) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company has complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) as a condition to such termination the Company pays the Company Termination Fee due to Parent in accordance with the applicable provision of Section 8.3(b); or", | |
| "contract_128_Intervening Event Definition": "\u201cIntervening Event\u201d means any material change, event, effect or circumstance or material change in circumstances or facts (including any change in probability or magnitude of circumstances) that (a) was not known to or reasonably foreseeable by the Company Board on the Agreement Date (or if known by the Company Board, the consequences of which were not known to or reasonably foreseeable by the Company Board as of the Agreement Date) and becomes known to the Company Board prior to the receipt of the Requisite Stockholder Approval and (b) does not relate to (i) any Acquisition Proposal or (ii) the mere fact, in and of itself, that the Company meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings, or other financial or operating metrics for any period ending on or after the Agreement Date, or changes after the Agreement Date in the market price or trading volume of the Company Common Stock or the credit rating of the Company (it being understood that the underlying cause of any of the foregoing in this clause (ii) may be considered and taken into account).", | |
| "contract_128_Knowledge Definition": "\u201cKnowledge\u201d of the Company, with respect to any matter in question, means the actual knowledge of the Company\u2019s Chief Executive Officer; Chief Financial Officer and Chief Legal Officer.", | |
| "contract_128_Limitations on FTR Exercise": "(ii) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $330.00, without interest thereon, subject to any required withholding of Taxes (the \u201cPer Share Price\u201d), in accordance with the provisions of Section 2.9 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.11); and", | |
| "contract_128_MAE Definition": "(h ) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company has complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) as a condition to such termination the Company pays the Company Termination Fee due to Parent in accordance with the applicable provision of Section 8.3(b); or", | |
| "contract_128_Negative interim operating covenant": "8.1 Termination. This Agreement may be validly terminated, and the Transactions (including the Merger) may be abandoned, at any time prior to the Effective Time, only as follows (it being understood and agreed that this Agreement may not be terminated for any other reason or on any other basis):", | |
| "contract_128_No-Shop": "(h) Breach by Representatives. The Company agrees that any material breach of this Section 5.3 by any of its Representatives (acting as such and at the specific instruction of the Company) will be deemed to be a breach of this Agreement by the Company.", | |
| "contract_128_Ordinary course covenant": "(h ) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal; (iii) the Company has complied in all material respects with Section 5.3 with respect to such Superior Proposal; and (iv) as a condition to such termination the Company pays the Company Termination Fee due to Parent in accordance with the applicable provision of Section 8.3(b); or", | |
| "contract_128_Specific Performance": "( b ) Performance of Obligations of the Company. The Company will have performed and complied in all material respects with its covenants, obligations and conditions of this Agreement required to be performed and complied with by it at or prior to the Closing.", | |
| "contract_128_Superior Offer Definition": "\u201cSuperior Proposal\u201d means any bona fide written Acquisition Proposal for an Acquisition Transaction that is on terms that the Company Board (or a committee thereof) determines, in its good faith judgment, after consultation with its financial advisor and outside legal counsel, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal and other aspects of the Acquisition Proposal that the Company Board (or a committee thereof) deems relevant, and if consummated, would result in a transaction more favorable to the Company Stockholders (solely in their capacity as such) than the Merger (taking into account (a) any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination and (b) all legal, regulatory, financial (including any termination fee amounts and conditions), timing, financing and other aspects of such Acquisition Proposal), except that for purposes of the definition of \u201cSuperior Proposal\u201d, the references to \u201ctwenty percent (20%)\u201d in the definition of \u201cAcquisition Transaction\u201d shall be deemed to be references to \u201ceighty percent (80%).\u201d", | |
| "contract_128_Tail Period & Acquisition Proposal Details": "(ii) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $330.00, without interest thereon, subject to any required withholding of Taxes (the \u201cPer Share Price\u201d), in accordance with the provisions of Section 2.9 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.11); and", | |
| "contract_128_Type of Consideration": "(ii) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $330.00, without interest thereon, subject to any required withholding of Taxes (the \u201cPer Share Price\u201d), in accordance with the provisions of Section 2.9 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.11); and", | |
| "contract_7_Absence of Litigation Closing Condition": "(b) without limiting the foregoing, the Company shall not, and shall not permit any of its Subsidiaries (including Clinic Joint Ventures, but only to the extent the Company or its Subsidiaries has the ability, contractual or otherwise, to exercise control thereon or negative control rights to prevent) to:", | |
| "contract_7_Accuracy of Target R&W Closing Condition": "(ii) the other representations and warranties of Parent and Merger Sub set forth in Article IV shall be true and correct in all respects as of the Closing Date as if made at such date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date) interpreted without giving effect to the words \u201cmaterially\u201d or \u201cmaterial\u201d or to any qualifications based on such terms, except where the failures of any such representations and warranties to be true and correct, in the aggregate, would not reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement\u037e", | |
| "contract_7_Agreement provides for matching rights in connection with COR": "Section 8.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement by the stockholders of the Company:", | |
| "contract_7_Agreement provides for matching rights in connection with FTR": "Section 8.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement by the stockholders of the Company:", | |
| "contract_7_Breach of Meeting Covenant": "Section 8.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement by the stockholders of the Company:", | |
| "contract_7_Breach of No Shop": "Section 8.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement by the stockholders of the Company:", | |
| "contract_7_Compliance with Covenant Closing Condition": "(b) Performance of Obligations of the Company. The Company shall have performed and complied with in all material respects all covenants and obligations required to be performed or complied with under this Agreement at or prior to the Effective Time\u037e", | |
| "contract_7_FTR Triggers": "Section 8.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement by the stockholders of the Company:", | |
| "contract_7_Fiduciary exception to COR covenant": "Section 8.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement by the stockholders of the Company:", | |
| "contract_7_Fiduciary exception: Board determination (no-shop)": "Section 8.1. Termination.", | |
| "contract_7_General Antitrust Efforts Standard": "Section 8.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement by the stockholders of the Company: (a) by mutual written consent of Parent, Merger Sub and the Company\u037e (b) by Parent or the Company by written notice to the other if any court of competent jurisdiction or other Governmental Entity located or having jurisdiction within the United States shall have issued an order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become final and nonappealable\u037e provided that the Party seeking to terminate this Agreement pursuant to this Section 8.1(b) shall have used such standard of efforts as may be required by such Party pursuant to Section 6.4 to prevent, oppose and remove such restraint, injunction or other prohibition\u037e", | |
| "contract_7_Intervening Event Definition": "(iii) \u201cIntervening Event\u201d means any material event, occurrence, development or change in circumstances with respect to the Company and its Subsidiaries, taken as a whole, which (A) (i) was unknown to, and was not reasonably foreseeable by, the Board of Directors (or a duly authorized committee thereof) as of the date hereof, or (ii) if known to, or reasonably foreseeable by, the Board of Directors (or a duly authorized committee thereof) as of the date hereof, the material consequences of which were not known and reasonably foreseeable to the Board of Directors (or a duly authorized committee thereof) as of the date hereof and (B) becomes known to or by the Board of Directors (or a duly authorized committee thereof) prior to the time the Company Requisite Vote is obtained\u037e provided, however, that none of the following will alone constitute an Intervening Event: changes in the market price or trading volume of the Shares or the fact that the Company meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided, however, that the underlying causes of such changes or fact shall not be excluded by the foregoing).", | |
| "contract_7_Knowledge Definition": "\u201cknowledge\u201d (i) with respect to the Company means the actual knowledge of any of the individuals listed in Section 9.5(r) of the Company Disclosure Schedule", | |
| "contract_7_Limitations on FTR Exercise": "Section 8.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement by the stockholders of the Company:", | |
| "contract_7_MAE Definition": "Section 8.1. Termination.", | |
| "contract_7_Negative interim operating covenant": "(b) without limiting the foregoing, the Company shall not, and shall not permit any of its Subsidiaries (including Clinic Joint Ventures, but only to the extent the Company or its Subsidiaries has the ability, contractual or otherwise, to exercise control thereon or negative control rights to prevent) to:", | |
| "contract_7_No-Shop": "(b) without limiting the foregoing, the Company shall not, and shall not permit any of its Subsidiaries (including Clinic Joint Ventures, but only to the extent the Company or its Subsidiaries has the ability, contractual or otherwise, to exercise control thereon or negative control rights to prevent) to:", | |
| "contract_7_Ordinary course covenant": "Section 5.1. Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, except (i) as otherwise contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company Disclosure Schedule, (iii) as required by applicable Laws or (iv) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall and shall cause its Subsidiaries to, conduct their respective businesses in all material respects in the ordinary course of business consistent with past practice", | |
| "contract_7_Specific Performance": "(b) Performance of Obligations of the Company. The Company shall have performed and complied with in all material respects all covenants and obligations required to be performed or complied with under this Agreement at or prior to the Effective Time\u037e", | |
| "contract_7_Superior Offer Definition": "\u201cSuperior Proposal\u201d means a bona fide written Acquisition Proposal (except that the references therein to \u201c15%\u201d shall be replaced by \u201c50%\u201d), in each case, that the Board of Directors (or a duly authorized committee thereof) in good faith determines, after consultation with its outside legal counsel and financial advisor, after taking into account all such factors and matters deemed relevant in good faith by the Board of Directors (or a duly authorized committee thereof), including legal, financial (including the financing terms of any such proposal), regulatory (including antitrust), timing or other aspects of such proposal or offer (including any break-up fee, expense reimbursement provisions, and conditions to consummation) and the transactions contemplated hereby and after taking into account any changes to the terms of this Agreement proposed in writing by Parent in response to such Superior Proposal pursuant to, and in accordance with, Section 6.1(e), to be more favorable from a financial point of view to the stockholders of the Company than the transactions contemplated hereby.", | |
| "contract_7_Tail Period & Acquisition Proposal Details": "Section 8.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding the adoption of this Agreement by the stockholders of the Company:", | |
| "contract_7_Type of Consideration": "Section 8.1. Termination.", | |
| "contract_48_Absence of Litigation Closing Condition": "Without limiting, and in furtherance of, the foregoing, from the execution of this Agreement until the Effective Time, except (1) as otherwise expressly required, contemplated or permitted by this Agreement, (2) as set forth in Section 7.1(a) of the Company Disclosure Letter or (3) as required by applicable Laws (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus), the Company will not (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)):", | |
| "contract_48_Accuracy of Target R&W Closing Condition": "(iii) each other representation and warranty of the Company set forth in Article V shall be true and correct as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct as of such particular date or period of time), except, in the case of this clause (iii), for any failure of any such representation and warranty to be so true and correct (disregarding all qualifications or limitations as to \u201cmaterial,\u201d \u201cCompany Material Adverse Effect\u201d and words of similar import set forth therein) that does not constitute a Company Material Adverse Effect.", | |
| "contract_48_Agreement provides for matching rights in connection with COR": "7.2. Company Acquisition Proposals.", | |
| "contract_48_Agreement provides for matching rights in connection with FTR": "7.2. Company Acquisition Proposals.", | |
| "contract_48_Breach of Meeting Covenant": "9.3. Termination by the Company.", | |
| "contract_48_Breach of No Shop": "(b) In the event that: (i) (A) this Agreement is terminated (I) by either the Company or Parent pursuant to Section 9.2(a), (II) by either the Company or Parent pursuant to Section 9.2(b) or (III) by Parent pursuant to Section 9.4(b) due to a breach by the Company of Section 7.2;", | |
| "contract_48_Compliance with Covenant Closing Condition": "(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.", | |
| "contract_48_FTR Triggers": "9.3. Termination by the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time by the Company by action of the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee if:", | |
| "contract_48_Fiduciary exception to COR covenant": "(b) No Change in Company Recommendation or Alternative Acquisition Agreement. The Company Board and each committee of the Company Board (including the Special Committee) shall not:", | |
| "contract_48_Fiduciary exception: Board determination (no-shop)": "Notwithstanding anything to the contrary set forth in this Section 7.2(b), the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee may, prior to but not after the time the Requisite Company Stockholder Approvals are obtained, make a Change of Company Recommendation if, and only if, (A) an Intervening Event has occurred and the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee has determined in good faith, after consulting with its financial advisor and outside legal counsel, that failure to take such action would be inconsistent with such directors\u2019 fiduciary duties under applicable Law, or (B) the Company receives a Company Acquisition Proposal and the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee has determined in good faith, after consulting with its financial advisor and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal and that failure to take such action would be inconsistent with such directors\u2019 fiduciary duties under applicable Law; provided that neither the Company Board nor the Special Committee may take any such action (and the Special Committee may not recommend to the Company Board to take such action) unless", | |
| "contract_48_General Antitrust Efforts Standard": "Without limiting, and in furtherance of, the foregoing, from the execution of this Agreement until the Effective Time, except (1) as otherwise expressly required, contemplated or permitted by this Agreement, (2) as set forth in Section 7.1(a) of the Company Disclosure Letter or (3) as required by applicable Laws (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus), the Company will not (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)):", | |
| "contract_48_Intervening Event Definition": "\u201cIntervening Event\u201d means a material event, fact, development or occurrence with respect to (a) the Company or the business of the Company or (b) Parent and its Subsidiaries or the business of Parent and its Subsidiaries, in each case that is neither known nor reasonably foreseeable (with respect to substance or timing) by the Special Committee as of the date of this Agreement (or, if known or reasonably foreseeable, the consequences of which were not known or reasonably foreseeable by the Special Committee as of the date of this Agreement) and becomes known by the Special Committee prior to the date the Requisite Company Stockholder Approvals are obtained; provided that (i) any event, fact, development or occurrence that involves or relates to a Company Acquisition Proposal or a Company Superior Proposal or any inquiry or communications or matters relating thereto shall be deemed not to constitute an Intervening Event and (ii) any event, fact, development or occurrence that relates to the business, results of operations or financial condition of Parent and its Subsidiaries, taken as a whole, shall be deemed not to constitute an Intervening Event, unless any such events, facts, developments or occurrences, individually or in the aggregate, would constitute a Parent Material Adverse Effect.", | |
| "contract_48_Knowledge Definition": "\u201cKnowledge\u201d or any similar phrase means (a) with respect to the Company, the collective actual knowledge of the individuals set forth in Section 10.15 of the Company Disclosure Letter and", | |
| "contract_48_Limitations on FTR Exercise": "Without limiting, and in furtherance of, the foregoing, from the execution of this Agreement until the Effective Time, except (1) as otherwise expressly required, contemplated or permitted by this Agreement, (2) as set forth in Section 7.1(a) of the Company Disclosure Letter or (3) as required by applicable Laws (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus), the Company will not (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)):", | |
| "contract_48_MAE Definition": "\u201cIntervening Event\u201d means a material event, fact, development or occurrence with respect to (a) the Company or the business of the Company or (b) Parent and its Subsidiaries or the business of Parent and its Subsidiaries, in each case that is neither known nor reasonably foreseeable (with respect to substance or timing) by the Special Committee as of the date of this Agreement (or, if known or reasonably foreseeable, the consequences of which were not known or reasonably foreseeable by the Special Committee as of the date of this Agreement) and becomes known by the Special Committee prior to the date the Requisite Company Stockholder Approvals are obtained; provided that (i) any event, fact, development or occurrence that involves or relates to a Company Acquisition Proposal or a Company Superior Proposal or any inquiry or communications or matters relating thereto shall be deemed not to constitute an Intervening Event and (ii) any event, fact, development or occurrence that relates to the business, results of operations or financial condition of Parent and its Subsidiaries, taken as a whole, shall be deemed not to constitute an Intervening Event, unless any such events, facts, developments or occurrences, individually or in the aggregate, would constitute a Parent Material Adverse Effect.", | |
| "contract_48_Negative interim operating covenant": "Without limiting, and in furtherance of, the foregoing, from the execution of this Agreement until the Effective Time, except (1) as otherwise expressly required, contemplated or permitted by this Agreement, (2) as set forth in Section 7.1(a) of the Company Disclosure Letter or (3) as required by applicable Laws (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus), the Company will not (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)):", | |
| "contract_48_No-Shop": "Without limiting, and in furtherance of, the foregoing, from the execution of this Agreement until the Effective Time, except (1) as otherwise expressly required, contemplated or permitted by this Agreement, (2) as set forth in Section 7.1(b) of the Parent Disclosure Letter or (3) as required by applicable Laws (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus), Parent shall not, and shall cause each of its Subsidiaries not to (unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)):", | |
| "contract_48_Ordinary course covenant": "7.1. Interim Operations. (a) The Company covenants and agrees that, from the execution of this Agreement until the Effective Time (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)), and except (x) as otherwise expressly required, contemplated or permitted by this Agreement, (y) as set forth in Section 7.1(a) of the Company Disclosure Letter or (z) as required by applicable Laws (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus), the Company shall use its reasonable best efforts to conduct its business in the ordinary course of business consistent with past practice in all material respects", | |
| "contract_48_Specific Performance": "(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.", | |
| "contract_48_Superior Offer Definition": "9.3. Termination by the Company.", | |
| "contract_48_Tail Period & Acquisition Proposal Details": "(c) In the event that:", | |
| "contract_48_Type of Consideration": "4.1. Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any capital stock of the Company or on the part of the sole stockholder of Merger Sub: (a) Merger Consideration. Other than the Shares owned by the Company as treasury stock or otherwise owned by the Company, Parent, Merger Sub, Merger Sub II or any other direct or indirect wholly owned Subsidiary of Parent and, in each case, not held on behalf of third parties (such Shares, the \u201cExcluded Shares\u201d) and other than Shares that are subject to Company Restricted Share Awards (which shall be treated as provided in Section 4.4(b)), each Share that is issued and outstanding immediately prior to the Effective Time (such Shares, the \u201cEligible Shares\u201d) shall be converted into the right to receive, subject to Sections 4.1(b), 4.3(h) and 4.5: (i) in the case of a Share with respect to which an election to receive Parent Shares (a \u201cStock Election\u201d) has been properly made and not revoked or lost pursuant to Section 4.3 or with respect to which no election has been made (each, a \u201cStock Electing Share\u201d and, collectively, the \u201cStock Electing Shares\u201d), a number of Parent Shares equal to the Stock Election Exchange Ratio (the \u201cStock Election Consideration\u201d); or", | |
| "contract_117_Absence of Litigation Closing Condition": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Accuracy of Target R&W Closing Condition": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Agreement provides for matching rights in connection with COR": "6.3 No Solicitation by the Company.", | |
| "contract_117_Agreement provides for matching rights in connection with FTR": "6.3 No Solicitation by the Company.", | |
| "contract_117_Breach of Meeting Covenant": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Breach of No Shop": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Compliance with Covenant Closing Condition": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_FTR Triggers": "8.1 Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time (except as expressly set forth below) prior to the Effective Time, notwithstanding the obtaining of the Company Stockholder Approval (except for terminations pursuant to Section 8.1(b)(iv), Section 8.1(c) and Section 8.1(d) below, which may only be effected prior to obtaining Company Stockholder Approval):", | |
| "contract_117_Fiduciary exception to COR covenant": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Fiduciary exception: Board determination (no-shop)": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_General Antitrust Efforts Standard": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Intervening Event Definition": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Knowledge Definition": "\u201cknowledge\u201d means the actual knowledge of, (a) in the case of the Company, the individuals listed in Schedule 1.1 of the Company Disclosure Letter and", | |
| "contract_117_Limitations on FTR Exercise": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_MAE Definition": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Negative interim operating covenant": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_No-Shop": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Ordinary course covenant": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Specific Performance": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Superior Offer Definition": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:", | |
| "contract_117_Tail Period & Acquisition Proposal Details": "8.1 Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time (except as expressly set forth below) prior to the Effective Time, notwithstanding the obtaining of the Company Stockholder Approval (except for terminations pursuant to Section 8.1(b)(iv), Section 8.1(c) and Section 8.1(d) below, which may only be effected prior to obtaining Company Stockholder Approval):", | |
| "contract_117_Type of Consideration": "(b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to:" | |
| } | |