Sansaboo/maud huggingface dataset:
Section 8.2 Effect of Termination <omitted> (b) In the event that: (i) (A) after the date of this Agreement, a Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) shall have been received by the Company or its Representatives or is publicly proposed or publicly disclosed (a “Qualifying Transaction”), (B) this Agreement is terminated by the Company or Parent pursuant to ​Section 8.1(c) or ​Section 8.1(g) or by Parent pursuant to ​Section 8.1(b)(i) and (C) concurrently with or within twelve (12) months after such termination, the Company shall have (1) consummated such Qualifying Transaction or another Company Alternative Proposal (substituting in the definition thereof “50%” for “25%” and for “75%” in each place each such phrase appears) or (2) entered into a definitive agreement providing for and later consummated such Qualifying Transaction or Company Alternative Proposal;
<omitted>
then, in any such event under clause (i), (ii) or (iii) of this ​Section 8.2(b), the Company shall pay Parent or its designee the Company Termination Payment in accordance with the escrow procedures set forth in ​Section 8.2(d), <omitted> (z) in the case of only ​Section 8.2(b)(i), three (3) Business Days afterthe consummation of such Qualifying Transaction or Company Alternative Proposal; (Page 35)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
8.5 Effect of Termination and Abandonment. <omitted> (b) The Company shall pay to Parent a fee equal to $24,000,000 (the “Company Termination Fee”) <omitted> if: <omitted> (C) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal (regardless of when made or the counterparty thereto) or consummates any Acquisition Proposal (regardless of when made or the counterparty thereto)  (Page 80)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
Section 7.3 Termination Fees <omitted> (a)            If <omitted> (ii) (A) after the date and delivery of this Agreement and prior to the Company Stockholders’ Meeting, a Company Takeover Proposal (substituting 50% for the 20% threshold set forth in the definition of “Company Takeover Proposal”) (a “Qualifying Transaction”) shall have been publicly made and not withdrawn prior to the Company Stockholders’ Meeting (or any adjournment or postponement thereof), (B) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) (End Date) <omitted> and (C) at any time on or prior to the twelve-


month anniversary of such termination, the Company or any of its Subsidiaries completes or enters into a definitive agreement with respect to such Qualifying Transaction, then the Company shall pay Parent the Company Termination Fee in immediately available funds (1) in the case of clause (i), prior to or concurrently with such termination or (2) in the case of clause (ii), upon the earlier of entry or consummation of such Qualifying Transaction. (Pages 31-32)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Section 7.3    Termination Fee; Parent Termination Fee. <omitted> (b)    If (i) Parent terminates this Agreement pursuant to Section 7.1(c)(i) or Parent or the Company terminates this Agreement pursuant to Section 7.1(b)(iii), (ii) prior to the date of such termination (but after the date hereof) a bona fide Acquisition Proposal is publicly announced or is otherwise communicated in writing to the Company’s Board of Directors and, in the event of a termination of this Agreement pursuant to Section 7.1(b)(iii), not withdrawn prior to the Company Shareholders Meeting, and (iii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to or otherwise consummates any Acquisition Proposal, then the Company shall pay to Parent (or its designee), by wire transfer of immediately available funds, the Termination Fee no later than two (2) Business Days after the execution of such definitive agreement or consummation of such Acquisition Proposal, as the case may be; provided, that solely for purposes of this Section 7.3(b), the term Acquisition Proposal shall have the meaning ascribed thereto in Section 5.2(c)(i), except that all references to twenty percent (20%) shall be changed to fifty percent (50%). (Page 57)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
8.2 Effect of Termination. <omitted> (b) (i) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Flagstar enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal with respect to Flagstar (whether or not the same Acquisition Proposal as that referred to above), then Flagstar shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay NYCB, by wire transfer of same-day   -62-


funds, a fee equal to ninety million dollars ($90,000,000) (the “Termination Fee”);  (Pages 70-71)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
Section  11.04. Expenses. <omitted> (b) Termination Fee. <omitted> (ii) If <omitted> (A) this Agreement is terminated <omitted> (C) within 12 months after the date of such termination, the Company or one or more of its Subsidiaries enters into a definitive agreement in respect of, or the Board of Directors approves or recommends, any Acquisition Proposal, or any Acquisition Proposal is consummated (provided that for purposes of this Section 11.04(b)(ii), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay or cause to be paid to Parent in immediately available funds, concurrently with the earlier of the execution, approval, recommendation or consummation of such Acquisition Proposal, the Termination Fee.  (Page 34)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
10.3.        Expenses. <omitted> (b) <omitted> (i) if either Bryn Mawr or WSFS terminates this Agreement <omitted> within 12 months of such termination Bryn Mawr shall either (A) consummate an Acquisition Transaction or (B) enter into an Acquisition Agreement with respect to an Acquisition Transaction, whether or not such Acquisition Transaction is subsequently consummated and, in each case, whether or not relating to the same Acquisition Proposal that had been made or publicly announced prior to such termination <omitted> then Bryn Mawr shall pay to WSFS an amount equal to $37,725,000 (the “Termination Fee”). <omitted>
If the Termination Fee shall be payable pursuant to subsection (i) of this Section 10.3(b), the Termination Fee shall be  paid  in  same-day  funds  at  or  prior to  the  earlier  of  the  date  of  consummation  of  such Acquisition  Transaction  or  the  date  of  execution  of  an Acquisition Agreement with respect to such Acquisition Transaction. If the Termination Fee shall be payable pursuant to subsection (ii) of this Section10.3(b), the Termination Fee shall be paid in same-day funds within two Business Days from the date of termination of this Agreement.  (Page 80)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
Section 8.06 Fees Following Termination

<omitted> 

(b) If this Agreement is properly terminated: 

<omitted> 

(A) prior to such termination, a Takeover Proposal shall: (1) in the case of a termination in accordance with Section 8.02(a), have been publicly disclosed and not withdrawn prior to the effective date of termination or (2) in the case of a termination in accordance with Section 8.03(b), have been publicly disclosed or otherwise made or communicated to the Company or the Company Board and not withdrawn prior to the effective date of termination, and (B) within nine (9) months following the date of such termination of this Agreement the Company shall have entered into a definitive agreement with respect to any Takeover Proposal, or any Takeover Proposal shall have been consummated (in each case whether or not such Takeover Proposal is the same as the original Takeover Proposal made, communicated, or publicly disclosed), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee (it being understood for all purposes of this Section 8.06(b), all references in the definition of Takeover Proposal to “15%” shall be deemed to be references to “more than 50%” instead); (Page 73)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Section 7.1          Termination. This Agreement may be terminated, <omitted> (d)               by either Parent or the Company, if the Merger shall not have been consummated by 5:00 p.m., New York time, on January 20, 2022 (the “Outside Date”); <omitted> 

Section 7.3          Company Termination Fee and Expense Reimbursement.   (a)               If: <omitted> 

(ii)              this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) (and at the time of such termination, the Company Stockholder Meeting shall not have been held) <omitted> (and at the time of such termination, the Company Stockholder Meeting shall not have been held) <omitted> ; provided, that, in the case of this clause (ii), that (A) an Acquisition Proposal shall have been publicly announced or made publicly known (or, in the case of such a termination pursuant to Section 7.1(d), shall have been otherwise made known to the Company Board) after the date of this Agreement and shall not have been withdrawn <omitted> without qualification at least four Business Days prior to <omitted> such termination (in the case of such a termination pursuant to Section 7.1(d)) and (B) within 12 months of the date this Agreement is so terminated, (x) the Company enters into a definitive agreement providing for an Acquisition Proposal, or (y) an Acquisition Proposal is consummated; provided, that for purposes of this Section 7.3(a)(ii), all references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”, then, in either the case of clause (i) or clause (ii) of this Section 7.3(a), the Company shall pay to Parent (or its designee), in cash, a payment in an amount equal to the Company Termination Fee in the case of Section 7.3(a) (i), as promptly as practicable (and, in any event, within two Business Days following such termination) and (B) in the case of Section 7.3(a)(ii), at or prior to the first to occur of (x) the entry into a definitive agreement providing for an Acquisition Proposal referred to therein and (y) the consummation of an Acquisition Proposal referred to therein. (Page 32)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii) (x) this Agreement is terminated <omitted> (z) within six (6) months of such termination the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such six (6)-month period) or consummated an Acquisition Proposal; provided that for purposes of this clause (z) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”; 

then, in any such event under clause (i), (ii) or (iii) of this Section 8.3(b), the Company shall pay to Parent or its designee the Termination Fee by wire transfer of same day funds  (Page 59)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Section 9.3 Termination Fees; Expenses. <omitted>
(b) In the event that (i) this Agreement is terminated <omitted>
(iii) within 12 months after such termination, the Company enters into a definitive agreement with respect to a Company Acquisition Proposal or consummates a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to in clause (ii) above), then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee (less any Expense Reimbursement previously paid to Parent by the Company in accordance with Section 9.3(c)), within two Business Days following the earliest to occur of the events described in clause (iii) of this Section 9.3(b); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(b), references to “20%” shall be replaced by “50%”.  (Page 90)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
SECTION 8.02. Effect of Termination. <omitted> (b)               The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: <omitted> (B) within 12 months of such termination the Company or any of its Subsidiaries enters into an Acquisition Agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated  (Page 76)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
SECTION 9.2     Effect of Termination. <omitted> (b)     In the event that: <omitted> (B) within nine (9) months after such termination, the Company or any of its subsidiaries shall have entered into a definitive agreement with respect to any Acquisition Proposal that is later consummated, or shall have consummated any Acquisition Proposal, then, in any such event, the Company shall pay to Parent the Company Termination Payment  (Page 77)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
SECTION 6.06. 
Fees and Expenses.
<omitted>
(b) In the event that:
<omitted>
(iii) <omitted>
(B) within 12 months of such termination (1) any transaction included within the definition of Company Takeover Proposal is consummated or (2) the Company enters into a definitive agreement providing for the consummation of any transaction within the definition of Company Takeover Proposal, in each case whether or not involving the same Company Takeover Proposal or the Person or group making the Company Takeover Proposal referred to in this Section 6.06(b)(iii); provided that for purposes of clause (B), the term “Company Takeover Proposal” shall have the meaning assigned to such term in Section 9.03, except that all references to “20%” in such definition shall be deemed references to “50.1%”,  (Page 68)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
Section 11.05. Expenses. <omitted> (a)               Termination Fees. <omitted> (iii) If <omitted> this Agreement is terminated <omitted> (C) within nine (9) months after such termination, the Company enters into a definitive agreement with respect to an Acquisition Proposal and, at any time thereafter, consummates such Acquisition Proposal, then the Company shall pay to Parent the Company Termination Fee by wire transfer of same-day funds on the date of consummation of such Acquisition Proposal.  (Page 41)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Section 7.1 Termination.  This Agreement may be terminated, and the Merger may be abandoned, at any time before the Effective Time by action of Parent or the Company (as applicable) only as follows:  <omitted>  (c) by either Parent or the Company, if the Merger shall not have been consummated by 5:00 p.m., New York time, on January 15, 2022 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any Party whose failure to comply with any provision of this Agreement has been the principal cause of or resulted in the failure of the Merger to be consummated before such date; <omitted> Section 7.2 Effect of Termination. <omitted> (b) Company Termination Fee. <omitted> (ii)          In the event that this Agreement is terminated by (A) either by the Company or Parent pursuant to Section 7.1(c) <omitted> and, in any case, prior to the date of termination the Company has received a bona fide Acquisition Proposal or a bona fide Acquisition Proposal has been publicly disclosed and not withdrawn <omitted> then the Company shall <omitted> pay to Parent <omitted> the Company Termination Fee.  (Page 86)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Section 7.3 Expenses; Termination Fees. <omitted> (b) Termination Fee. <omitted> (iii) In the event that (A) prior to the Lambda Stockholders’ Meeting (or, if earlier, the receipt of Lambda Stockholder Approval) and after the date of this Agreement, an Acquisition Proposal with respect to Lambda is publicly proposed or publicly disclosed or otherwise disclosed to the Lambda Board after the date of this Agreement and not withdrawn prior to the Lambda Stockholders’ Meeting, (B) this Agreement is terminated by Pi or Lambda pursuant to Section 7.1(b)(i) [Termination Date], Section 7.1(b)(iii)(B) [No Lambda Stockholder Approval] or by Pi pursuant to Section 7.1(c)(i) [Lambda Breach] and (C) concurrently with or within nine (9) months after any such termination described in clause (B), Lambda or any of the Lambda Subsidiaries enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition   88


Proposal with respect to Lambda (substituting fifty percent (50%) for the fifteen percent (15%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 7.3(b)(iii)), then Lambda shall pay to Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Acquisition Proposal. (Pages 93-94)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
Section 11.4 Expenses and Termination Fee. <omitted> (b) Termination Fee. <omitted> (iii) If (A) this Agreement is terminated by Parent or the Company pursuant to ​Section 10.1(b)(i), Section 10.1(b)(iii) or Section 10.1(e)(i); provided that in the case of termination by the Company pursuant to ​Section 10.1(b)(i), the failure of the Merger to be consummated by the End Date did not result from a breach by Parent of any provision of this Agreement for which the Company could have validly terminated this Agreement pursuant to Section 10.1(f), (B) after the date of this Agreement and (x) prior to such termination in the case of a termination pursuant to Section 10.1(b)(i) or Section 10.1(e)(i) or (y) prior to the Company Stockholder Meeting in the case of a termination pursuant to Section 10.1(b)(iii), an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors of the Company or its stockholders and, in either case, not withdrawn, and (C) within twelve (12) months following the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement providing for, or consummates, an Acquisition Proposal (provided that for purposes of this clause ​(C), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then immediately prior to or currently with the entry into such definitive agreement, the Company shall pay to Parent by wire transfer of immediately available funds to an account designated in writing by Parent, the Termination Fee. (Page 70)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No
8.3 Termination Payment and Expenses. <omitted> (b) In the event this Agreement is validly terminated: 

(i) by either the Company or Parent pursuant to Section 8.1(b) (but only if, at the time of such termination, the Company Stockholder Approval has not been obtained), by either the Company or Parent pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), and, in each case, (A) prior to the date of termination (in the case of a termination pursuant to Section 8.1(b) or Section 8.1(g)) or the date of the Company Stockholders Meeting (in the case of a termination pursuant to Section 8.1(d)), the Company has received a bona fide Acquisition Proposal or a bona fide Acquisition Proposal has been publicly disclosed, which Acquisition Proposal has not been withdrawn prior to such date, and (B) within 12 months of the date of such termination, the Company consummates any Acquisition Proposal or enters into a definitive agreement with respect to any Acquisition Proposal that is thereafter consummated; provided that for purposes of this Section 8.3(b)(i) the references to “15%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”; <omitted> then, in each case, the Company will pay Parent as consideration for the disposition of rights acquired under this Agreement an aggregate amount equal to $12,000,000 (the “Company Termination Fee”) by wire transfer of immediately available funds to an account designated in writing by Parent (1) in the case of a payment required by Section 8.3(b)(i), within two Business Days after consummation of such Acquisition Proposal (Page 71)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Answer: No