Sansaboo/maud huggingface dataset:
9.5 Effect of Termination and Abandonment. <omitted> (b) The Company shall pay to Parent, by wire transfer of immediately available funds, a termination fee in the amount of $575,000,000 (the “Company Termination Fee”) in the event that this Agreement is terminated: 

(i) by either the Company or Parent pursuant to Section 9.2(a), or Section 9.2(b) and, in each case; 

(A) any Person shall have made an Acquisition Proposal to the Company or its stockholders (whether or not conditional or not withdrawn) or publicly announced an intention (whether or not conditional and whether or not withdrawn) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, and 

(B) within twelve (12) months after such termination, the Company enters into any Alternative Acquisition Agreement with respect to any Acquisition Proposal (with “fifty percent (50%)” being substituted in lieu of “fifteen percent (15%)” in each instance thereof in the definition of “Acquisition Proposal” for purposes of this Section 9.5(b)(i)(B)), then immediately prior to or concurrently with the occurrence of such entry into an Alternative Acquisition Agreement, (Page 90)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
9.5 Notice of Termination; Effect of Termination and Abandonment <omitted> (c) In the event this Agreement is terminated and the Transactions abandoned pursuant to this Article IX: <omitted> (C) within twelve months after any such termination and abandonment, (1) the Company or any of Subsidiaries shall have entered into an Alternative Acquisition Agreement, or (2) any Acquisition Proposal shall have been consummated (with “fifty percent” being substituted in lieu of “fifteen percent” in each instance thereof in the definition of “Acquisition Proposal” referenced in the definition of “Alternative Acquisition Agreement” or otherwise for purposes of this Section 9.5(c)(i)(C)), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds concurrently with the occurrence of any of the events contemplated by this Section 9.5(c)(i)(C), whichever is the earliest to occur;  (Page 92)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
Section 7.3 Termination Fees; Expense Reimbursements.(a) Termination Fees. (i) Termination Fee. If (1)(A) Parent terminates this Agreement <omitted> (3) within twelve (12) months after the date of such termination, the Company enters into a definitive Alternative Acquisition Agreement with respect to, or consummates, any Alternative Acquisition Proposal (whether or not referred to in the foregoing clause (2)); provided that, for purposes of this Section 7.3(a)(ii), the references to “25%” in the definition of Alternative Acquisition Proposal shall be deemed to be references to “50%.” If owed under this Section 7.3(a)(ii), the Company shall pay to Parent the Tail Fee by wire transfer of immediately available funds in accordance with wiring instructions delivered in writing to the Company by Parent prior to or concurrently with the execution of such Alternative Acquisition Agreement.  (Page 33)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
Section 9.03 Termination Payments.

(a) If this Agreement is terminated:
<omitted>

(iii) <omitted> (B) within 12 months after the date of such termination of this Agreement, the Company or any of its Affiliates enters into a definitive agreement relating to, or consummates, a Company Acquisition Proposal (for purposes of this Section 9.03(a)(iii), all references in the definition of “Company Acquisition Proposal” to “twenty percent (20%)” being replaced by “fifty percent (50%)”) (whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced);  (Page 107)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Section 7.3 Payment of Termination Fee by the Company. <omitted> (c) In the event that (i) this Agreement is terminated <omitted> (iii) within twelve (12) months of the date this Agreement is terminated, the Company consummates any Company Takeover Proposal or enters into a definitive written agreement with respect to any Company Takeover Proposal that is subsequently consummated (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “20%” in the definition of “Company Takeover Proposal” shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Termination Fee  (Page 70)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
Section 9.04    Fees and Expenses. <omitted> 
(b)    In the event that: <omitted> (iii)    this Agreement is terminated
<omitted> and
(B) within twelve months after the date of such termination, the Company either (1) enters into a definitive agreement in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above) and such Acquisition Proposal is consummated or (2) consummates any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above); provided that for purposes of this subsection (iii), each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”;  (Page 89)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
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 + Outside Date Trigger
Answer: No
9.2          Effect of Termination. <omitted> (b)          The Paired Entities shall pay, or cause to be paid, to Parent or its designee by wire transfer of immediately available funds an amount equal to $105,000,000 (the “Termination Fee”): <omitted> (iii) <omitted> (C) within 12 months following the date of such termination, the Company or Hospitality consummates an Acquisition Proposal or enters into a definitive written agreement for any Acquisition Proposal, in which case payment shall be made within two (2) Business Days of the earlier of the date on which either the Company or Hospitality consummates, or enters into a definitive written agreement for, any Acquisition Proposal.  (Page 82)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
Section 8.3            Termination Fees. (a)            Company Termination Fee <omitted> (ii)            In the event that this Agreement is terminated by Parent or the Company <omitted> (B) concurrently with, or within 12 months after, such termination, the Company either (I) consummates a transaction that constitutes an Acquisition Proposal or (II) enters into a definitive agreement to engage in a transaction that constitutes an Acquisition Proposal (provided that for all purposes of this Section 8.3(a)(ii), the term Acquisition Proposal shall have the meaning assigned to such term in Article I, except that the references to “20%” shall be deemed to be references to 50%), then the Company shall pay to Parent the Company Termination Fee concurrently with, and as a condition to, the earlier of the consummation of the applicable transaction and the entry into a definitive agreement with respect to the applicable transaction.  (Page 51)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
Section 8.3 Termination Fees. (a) In the event that: (i) <omitted> (C) within twelve (12) months of such termination of this Agreement, the Company consummates a transaction involving a Competing Proposal or enters into an Alternative Acquisition Agreement providing for the consummation of a Competing Proposal (which is subsequently consummated);  (Page 71)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
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 + Outside Date Trigger
Answer: No
Section 8.3 Expenses and Other Payments. <omitted> (e) If (i) <omitted> (B) the Company terminates this Agreement <omitted> (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(d)(i).  (Page 108)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
8.2 Effect of Termination. <omitted> (b) (i) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by wire transfer of same-day funds, a fee equal to two hundred and eighty million dollars ($280,000,000) (the “Termination Fee”);  (Page 71)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
6.3    Termination Fees. <omitted> (c)    If this Agreement is terminated <omitted> (ii) on or prior to the date that is twelve months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause “(B),” each reference to “25%” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “50%”), then, within two Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee.  (Page 69)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
SECTION 8.02. Effect of Termination and Abandonment. <omitted> (b) In the event that: <omitted> (ii) <omitted> (A) this Agreement is terminated <omitted> (B) within one (1) year after such termination, the Company enters into a definitive agreement to consummate such Acquisition Proposal;
<omitted>
then, in each case, the Company shall pay Parent an aggregate fee equal to $10,325,000 (the “Termination Fee”) by wire transfer of immediately available funds (x) in the case of a payment required by Section 8.02(b)(i), on the date of termination of this Agreement, (y) in the case of a payment required by Section 8.02(b)(ii) on the date a definitive agreement is executed with respect to such Acquisition Proposal and(z) in the case of a payment required by Section 8.02(b)(iii), within two (2) Business Days of the date of termination of this Agreement, it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. Parent shall provide to the Company notice designating an account for purposes of payment of the Termination Fee within forty-eight (48) hours of a request by the Company to provide such information.  (Page 57)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
8.3 Expenses and Other Payments. <omitted> (d) If (i) (A) Parent or the Company terminates this Agreement <omitted> (ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Competing Proposal) or consummates a Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(c).  (Page 84)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
SECTION 8.3 Termination Fee. (a) The Company shall pay to Parent the Company Termination Fee if: <omitted>
(C) within twelve (12) months of such termination, the Company enters into a definitive Contract to consummate any Company Acquisition Proposal or any Company Acquisition Proposal is consummated (provided that, for the purposes of this Section 8.3(a)(ii)(C) only, the term “Company Acquisition Proposal” shall have the meaning assigned to such term, except that all references to “twenty percent (20%)” therein shall be deemed to be references to “fifty percent (50%)”);  (Page 65)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
9.5.    Effect of Termination and Abandonment. <omitted> (b)    In the event that: <omitted> (i)    (A) this Agreement is terminated <omitted> (II) concurrently with or within twelve (12) months of such termination, the Company shall have consummated a Company Acquisition Proposal or entered into an Alternative Company Acquisition Agreement relating to a Company Acquisition Proposal (whether or not, in each case, such Company Acquisition Proposal is the same one as the Company Acquisition Proposal referred to in clause (B)(I)); <omitted> then the Company shall pay to Parent (or its designee(s)), by wire transfer of same-day funds, a termination fee of $35,000,000 (the “Termination Fee”) (x) in the case of Section 9.5(b)(ii), no later than two (2) Business Days after the date of such termination or (y) in the case of Section 9.5(b)(i), immediately prior to or substantially concurrent with the last to occur of the events set forth in Section 9.5(b)(i).  (Page 59)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
9.3 Termination Fee. <omitted> (b) In the event that (i) an Acquisition Proposal with respect to SB shall have been communicated to or otherwise made known to the shareholders, senior management, or board of directors of SB, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to SB after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by SB or Buyer pursuant to Section 9.1(d) (only if the Requisite SB Shareholder Approval has not theretofore been obtained), (B) by Buyer pursuant to Section 9.1(e), or (C)


by SB or Buyer pursuant to Section 9.1(c)(iii), and (iii) prior to the date that is 12 months after the date of such termination, SB consummates an Acquisition Transaction or enters into an Acquisition Agreement, then SB shall on the earlier of the date an Acquisition Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Buyer a fee equal to the Termination Fee in same day funds. (Pages 26-27)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date 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, TCF enters into a definitive agreement or consummates a transaction with respect to a TCF Acquisition Proposal (whether or not the same TCF Acquisition Proposal as that referred to above), then TCF shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Huntington, by wire transfer of same day funds, a fee equal to $238,800,000 (the “Termination Fee”);  (Page 78)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
Section 7.02 Effect of Termination. <omitted>

(b) Company Payments. (i) If this Agreement is validly terminated <omitted>

(2) at any time within twelve (12) months after such termination, the Company (x) enters into a definitive Alternative Acquisition Agreement to effect any Competing Proposal or (y) consummates a Competing Proposal,  (Page 25)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
8.3 Fees. (a) In the event that this Agreement is terminated: <omitted> 

(y) within 12 months after such termination (A) the Company enters into a definitive agreement with respect to an Acquisition Proposal (whether or not involving the same Acquisition Proposal which was made after the date of this Agreement) or (B) an Acquisition Proposal (whether or not involving the same Acquisition Proposal which was made after the date of this Agreement) is consummated (with all references to 15% in the definition thereof being treated as references to 50.1% for purposes of this Section 8.3(a));
<omitted>
then, in any such event, the Company shall pay, as directed by Parent, the Company Termination Fee, which amount shall be payable by wire transfer ofimmediately available funds. The Company Termination Fee shall be paid (x) in the circumstances described in clause (i) above, promptly (but in no event laterthan two (2) business days) following the earlier of the entry into a definitive agreement with respect to such Acquisition Proposal or consummation of suchAcquisition Proposal, (y) in the circumstances described in clause (ii) above, within two (2) business days of the termination, and (z) in the circumstance describedin clause (iii) and (iv) above, concurrently with and as a condition to the termination.  (Page 41)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No
Section 9.04 Fees and Expenses. <omitted> (b)    In the event that: <omitted> (iii)    this Agreement is terminated pursuant to Section 8.01(b) (provided that the Stockholder Approval shall not have been obtained), Section 8.01(d) or Section 8.01(e) and (A) prior to the date of termination (in the case termination pursuant to Section 8.01(b) or Section 8.01(e)) or the date of the Stockholder Meeting (in the case of termination pursuant to Section 8.01(d)) an Acquisition Proposal is made to the Company or made to the Company’s stockholders or is otherwise publicly disclosed or made known and (B) within twelve months after the date of such termination, the Company either (1) enters into a definitive agreement in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above) or (2) consummates any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal described in clause (A) above); provided that for purposes of this subsection (iii), each reference to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50%”;   then the Company shall pay Parent (or its designee) the Company Termination Fee by wire transfer of same-day funds <omitted> (z) in the case of Section 9.04(b)(iii), substantially concurrently with the earlier of the execution of a definitive agreement with respect to an Acquisition Proposal or the consummation of such Acquisition Proposal, as applicable. (Page 81)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Answer: No