Sansaboo/maud huggingface dataset:
Section 7.3    Termination Fees. 

(a)    Company Termination Fee. 

(i)    If (A) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or (C) (x) 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for “75%” in each place each such phrase appears) is publicly proposed or publicly disclosed prior to, and not publicly withdrawn at least two Business Days prior to, the Company Stockholder Meeting (a “Company Qualifying Transaction”), (y) this Agreement is terminated by (1) the Company or Parent pursuant to Section 7.1(b)(i) prior to the receipt of the Company Stockholder Approval or pursuant to Section 7.1(b)(iii) or (2) Parent pursuant to Section 7.1(d)(i), and (z) concurrently with or within 12 months after such termination, the   -89-


Company (1) consummates a Company Qualifying Transaction or (2) enters into a definitive agreement providing for a Company Qualifying Transaction and later consummates such Company Qualifying Transaction, then the Company shall pay to Parent in consideration of the Parent disposing of its rights hereunder (other than those rights set out in Section 7.2), by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $700,000,000 in cash (the “Company Termination Fee”), free and clear and without withholding or deduction for Taxes unless such withholding or deduction is required by Law, such payment to be made concurrently with such termination in the case of clause (A) above, within three Business Days after such termination in the case of clause (B) above, or within three Business Days after the consummation of such Company Qualifying Transaction in the case of clause (C) above; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (Pages 94-95)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period
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 Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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 Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement), Different Acquisition Proposal - Must sign during Tail Period (no closing requirement)
9.5. Notice of Termination; Effect of Termination and Abandonment. <omitted>  (c) In the event this Agreement is terminated <omitted> (B) within 12 months after such termination, the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement with respect to, or the Company Board shall have approved or recommended to the Company’s stockholders or otherwise not opposed, any Acquisition Proposal that is later consummated (regardless of whether or not such consummation happens prior to or following the end of such 12 month period) (provided, that solely for purposes of this clause (i), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Annex A, except that the reference to “15%” in such definition shall be replaced with a reference to “50%”), 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 consummation of such Acquisition Proposal  (Page 61)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period, Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period and transaction must close after Tail Period
Section 9.3             Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (iii)            (x) this Agreement is terminated pursuant to Section 9.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent has complied with its obligations under this Agreement in all material respects such that Parent would not be prohibited from terminating this Agreement pursuant to the second proviso of Section 9.1(b)(i)) as a result of the failure to satisfy the Minimum Condition, (y) after the Agreement Date and prior to such termination, any Person shall have publicly disclosed a bona fide Acquisition Proposal and such Acquisition Proposal shall not have been publicly withdrawn prior to the time of the termination of this Agreement and (z) within twelve (12) months of such termination, the Company shall have


consummated an Acquisition Proposal (provided, that for purposes of this clause (z) the references to “a material portion” and “10% or more” in the definition of “Acquisition Proposal” shall be deemed to be references to “51% or more”);   then, in any such event under this Section 9.3(b), the Company shall pay, or shall cause to be paid, to Parent the Termination Fee (Pages 34-35)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must close during Tail Period, Different Acquisition Proposal must close during Tail Period
8.3    Fees and Expenses. <omitted>

(b)    The Company shall pay the Parent the Termination Fee in the event that this Agreement is terminated:  <omitted>

 (C) within twelve (12) months after the date of termination, the Company shall have consummated any Acquisition Transaction or entered into a definitive agreement with respect to an Acquisition Transaction that is thereafter consummated;  (Page 51)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
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 Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
8.3 Fees and Expenses. <omitted> (b) Company Payments. <omitted> (i) If (A) this Agreement is validly terminated <omitted> (C) within nine (9) months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, which is thereafter consummated, then the Company will concurrently with the consummation of such Acquisition Transaction pay to Parent an amount equal to $288,000,000 (the “Company Termination Fee”)  (Page 99)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Section 7.3 Termination Fees. <omitted> (b) <omitted>  if <omitted> Parent or the Company terminates this Agreement <omitted> (iii) within twelve (12) months after the date of such termination, the Company shall have consummated an Alternative Acquisition Proposal or entered into an Alternative Acquisition Agreement for any Alternative Acquisition Proposal (whether or not the one referred to in the foregoing clause (ii)), which Alternative Acquisition Proposal is ultimately consummated;  (Page 80)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
8.3 Fees and Expenses. <omitted> (b) Company Payments. ( i )          If (A) this Agreement is validly terminated pursuant to (I) Section 8.1(c) at a time when the Requisite Stockholder Approval has not been obtained and the conditions set forth in Section 7.1(b) or Section 7.1(c) have not been satisfied (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement on the basis of Section 8.1(c)(i), Section 8.1(c)(ii) or the limitations set forth in the proviso of Section 8.1(d)), or (II) Section 8.1(e); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to the immediately preceding clause (A), an Acquisition Proposal for an Acquisition Transaction has been publicly announced or disclosed and not withdrawn or otherwise abandoned; and (C) within twelve (12) months following the termination of this Agreement pursuant to the preceding clause (A), either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, as applicable, then the Company will concurrently with the consummation of such Acquisition Transaction pay to Parent an amount equal to $199,000,000 (the “Company Termination Fee ”) in accordance with the payment instructions which have been provided to the Company by Parent as of the Agreement Date, or as further updated by written notice by Parent from time to time. (Page 96)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Section 7.3 Fees and Expenses.

<omitted>

(b) Company-Paid Termination Fee (i) In the event that:

<omitted>

(B) within twelve months after such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is ultimately consummated)  (Page 69)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
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 Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Section 7.3    Fees and Expenses. <omitted> (b)    Company-Paid Termination Fee (i)    In the event that: <omitted> (1)    this Agreement is terminated <omitted> (B) within twelve months after such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which Acquisition Proposal is ultimately consummated) <omitted> then, in any such case, the Company shall pay Parent a termination fee of $25,000,000 (the “Company-Paid Termination Fee”).  (Page 65)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Section 8.5. Effect of Termination.
<omitted>
(b) In the event that:
<omitted>
(iii) (A) this Agreement is terminated 
<omitted>
(C) within twelve (12) months after such termination, the Company enters into an Alternative Acquisition Agreement with respect to an Acquisition Proposal (and the transactions contemplated by such Acquisition Proposal are subsequently consummated) or the Acquisition Proposal is consummated (provided, that, for purposes of clause (C) of this Section 8.5(b)(iii), references to “20%” in the definition of Acquisition Proposal will be substituted for “50%”); 

Then, in any such case, the Company shall pay Parent a termination fee of $30,000,000.00,  (Page 58)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Section 8.03 Expenses; Termination Fee. <omitted> (b) Company Termination Fee. If, but only if, this Agreement is validly terminated: (i) (x) by Parent or the Company pursuant to Section 8.01(b) before obtaining the Required Company Stockholder Approval or Section 8.01(d) or by Parent pursuant to Section 8.01(e) and (y) (A) an Acquisition Proposal has been made to the Company after the date hereof and, if public, has not been withdrawn prior to the earlier of (1) the date of the Company Stockholder Meeting (including any adjournments and postponements thereof) and (2) the date of such termination, and (B) within twelve (12) months of the termination of this Agreement, the Company enters into a definitive agreement for the consummation of any Acquisition Proposal and such Acquisition Proposal is subsequently consummated (regardless of whether such consummation occurs within the twelve (12)-month period), then the Company shall pay, or cause to be paid, to Parent (or one or more of its designees), the Company Termination Fee on the date of the consummation of such transaction involving any Acquisition Proposal (provided, however, that for purposes of this Section 8.03(b)(i), the references to “fifteen percent (15%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (Page 84)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Section 7.5. Effect of Termination and Abandonment. <omitted> (b) In the event that: (i) (A) this Agreement is terminated <omitted> (C) within twelve (12) months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement for, and thereafter consummated (whether or not such consummation occurs within such twelve (12) month period), an Acquisition Proposal (whether or not involving the same Acquisition Proposal as that referred to in clause (B) above), then the Company shall, on the date on which such Acquisition Proposal is consummated, pay the Company Termination Fee to Parent (or its designees) by wire transfer of same day funds to one or more accounts designated by Parent;  (Page 71)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
6.5 Effect  of  Termination  and  Abandonment. <omitted> (b)           In the event that:   (i) (A)after the date of this Agreement, an Acquisition Proposal (substituting 50% for the 15% threshold set forth in the definition of “Acquisition Proposal”) (a “Company Qualifying Transaction ” ) shall have been publicly made, proposed or disclosed or otherwise becomes publicly known prior to such termination (or, in the case of a termination pursuant to Section 6.2(b), 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 6.2(a) (Outside Date) or 6.2(b) (Company Requisite Vote not Obtained) or by Parent pursuant to Section 6.4(a) (Company Breach), and (C)at any time on or prior to the 12-month anniversary of such termination, the Company enters into a definitive agreement regarding a Company Qualifying Transaction that is subsequently completed, a tender offer that constitutes a Company Qualifying Transaction is completed or the Company otherwise completes a Company Qualifying Transaction (whether or not it is the same such transaction that became publicly known); <omitted> then the Company shall pay Parent the Company Termination Fee. (Page 31)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
7.3. Expenses and Termination Fees. <omitted> (b) Company Payment. The Company shall pay to Parent a cash amount equal to $197,000,000 (the “Termination Fee”) in the event that this Agreement is terminated: (i) pursuant to Section 7.1(g), (ii) pursuant to either Section 7.1(b) or Section 7.1(d) at a time when Parent would have been entitled to terminate pursuant to Section 7.1(g), (iii) pursuant to Section 7.1(h) or (iv) pursuant to either Section 7.1(b) (prior to the Company receiving the Company Stockholder Approval), Section 7.1(d) or Section 7.1(f) and, in the case of this clause (iv), (A) after the Agreement Date and prior to such termination, an Acquisition Proposal with respect to the Company was publicly disclosed and not publicly withdrawn, and (B) within 12 months following the termination of this Agreement, either an Acquisition with respect to the Company is consummated or the Company enters into a Contract providing for an Acquisition that is subsequently consummated (even if consummated following such 12-month period). The Company shall pay to Parent the Termination Fee by wire transfer of immediately available funds to an account designated by Parent promptly but in no event later than: (A) for a termination described in clause (i) or (ii), within two Business Days after the date of such termination, (B) for a termination described in clause (iii), prior to or concurrently with such termination or (C) for a termination described in clause (iv), within two Business Days after the date of the consummation of such Acquisition. (Page 78)

Question: Acquisition Proposal Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
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 Timing-Answer
Subquestion: Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period, Different Acquisition Proposal - Must sign during Tail Period and close after Tail Period