Sansaboo/maud huggingface dataset:
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 required to be publicly disclosed-Answer (Y/N)
Subquestion: <NONE>
Answer: Yes
6.3 Termination Fees. <omitted>
(b) If this Agreement is terminated by Parent or the Company <omitted>
(ii) on or prior to the date that is twelve (12) 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   70


understood that, for purposes of this clause “(B),” each reference to “twenty percent (20%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) 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.  (Pages 74-75)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
7.5 Break-Up Fee. If this Agreement is terminated <omitted> within 18 months after such termination, AB or the Bank enters into an agreement, or publicly announces an intention, to engage in an Acquisition Event, or within 18 months after such termination an Acquisition Event occurs, then AB will promptly following such entry, announcement, or occurrence pay to GBCI the Break-Up Fee.  (Page 51)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Section 7.1        Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, as follows (with any termination by Parent also being an effective termination by Merger Sub): 
<omitted> 
(b) by either Parent or the Company: 
<omitted> 
(iii) if the Effective Time shall not have occurred on or before April 7, 2021 (as such date may be extended pursuant to the first proviso of this Section 7.1(b)(iii), the “Outside Date”); 

<omitted> 

Section 7.3             Fees and Expenses.   (a)            In the event that:   (i)              (A) prior to the receipt of the Company Stockholder Approval, a Company Competing Proposal shall have been publicly disclosed or shall have become publicly known and not withdrawn and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(b)(ii), or Section 7.1(b)(iii), by the Company pursuant to <omitted> Section 7.1(b)(iii)<omitted> then <omitted> the Company shall pay to Parent or its designee by wire transfer of immediately available funds to the account or accounts designated by Parent or such designee the Termination Fee substantially concurrently with the entry into such definitive agreement;  (Page 67)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
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: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure 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], <omitted> 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: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Section 9.3 Expenses and Other Payments. <omitted> (d) If (i) (A) either the Company or Parent terminates this Agreement pursuant to Section 9.1(b)(iv) (Failure to Obtain Company Stockholder Approval) or (B) Parent terminates this Agreement pursuant to Section 9.1(b)(iii) (Company Terminable Breach), (ii) on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed or otherwise publicly communicated to the Company Board or the Company Stockholders (and such Company Competing Proposal shall not have been publicly withdrawn on a bona fide basis without qualification (x) at least three (3) Business Days prior to the Company Stockholders Meeting (with respect to a termination pursuant to Section 9.1(b)(iv)) or (y) prior to the date of any such termination (with respect to a termination pursuant to Section 9.1(b)(iii)), and (iii) within 12 months after the date of such termination, the Company or any Subsidiary of the Company enters into a definitive agreement with respect to any Company Competing Proposal or consummates any Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 9.3(c). (Pages 80-81)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
(d) If (i) (A) Isla or the Company terminates this Agreement pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval), and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed and not publicly withdrawn without qualification at least seven Business Days prior to the Company Stockholders Meeting or (B) Isla terminates this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach), and following the execution of this Agreement and on or before the date of any such termination, a Company Competing Proposal shall have been announced, disclosed or otherwise communicated to senior management of the Company or to the Company Board and (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 a Company Competing Proposal is consummated, then the Company shall pay Isla the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(c). <omitted> “Company Competing Proposal” means any contract, proposal, offer or indication of interest relating to any transaction or series of related transactions (other than transactions only with Isla or any of its Subsidiaries) (Pages 106-107)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Section 8.2. Effect of Termination. <omitted> 
(d) If (A) this Agreement is terminated <omitted> 
(C) within twelve months following such termination of this Agreement, either a transaction contemplated by such Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of a transaction contemplated by such Acquisition Proposal and such transaction is subsequently consummated, then the Company shall promptly (and in any event within three Business Days after such consummation) pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, which shall be promptly provided by Parent.  (Page 74)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date 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: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
8.3 Fees and Expenses. <omitted> (ii) In the event that any Person shall have made a Company Acquisition Proposal, which proposal has been publicly announced, disclosed or proposed and not withdrawn, and: (1) thereafter this Agreement is terminated: (a) by either party pursuant to Section 8.1(b)(ii) (Delay), <omitted> and (2) within twelve (12) months after such termination of this Agreement, a Company Acquisition Proposal shall have been consummated or any definitive agreement with respect to a Company Acquisition Proposal shall have been entered into (provided that for purposes of the foregoing, the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 6.9(d) except that the references to “more than 15%” in the definition of Company Acquisition Proposal shall be deemed to be references to “at least 50%”); then the Company shall pay Parent the Company Termination Fee by wire transfer to an account specified by Parent prior to the earlier of the execution of a definitive agreement with respect to, or the consummation of, such Company Acquisition Proposal. In no event shall the Company be obligated to pay Parent the Company Termination Fee on more than one occasion. (Page 78)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
8.3 Expenses and Other Payments. <omitted> (f) If <omitted> (ii) within twelve (12) months after the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to a Company Alternative Transaction or consummates a Company Alternative Transaction (with any reference in the definition of Company Alternative Transaction to “20%” deemed to be a reference to “50%”), then immediately prior to or concurrently with the occurrence of either of the events described in the foregoing clauses, the Company shall pay Parent the Company Termination Fee (less any amount previously paid by the Company pursuant to Section 8.3(h)) in cash by wire transfer of immediately available funds to an account designated by Parent.  (Page 72)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Section 7.3.Expenses; Termination Fee. <omitted> (b) If: (i)(A) this Agreement is terminated by Parent or the Company <omitted> (C) within 12 months after such termination, the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an


Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated (with all references to “15%” in the definition of Acquisition Proposal being treated as “50%” for purposes of this clause (C));  (Pages 34-35)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Section 8.2 Effect of Termination; Financing Sources.

<omitted> 

(b) If this Agreement is terminated

<omitted>

(B) at any time on or prior to the first anniversary of such termination the Company or any of its Subsidiaries enters into a definitive agreement with respect to any Company Takeover Proposal or any transactions contemplated by any Company Takeover Proposal are consummated  (Page 68)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Section 8.2            Effect of Termination. <omitted>  (b)          Termination Fees.   (i) If (A) Parent or the Company terminates this Agreement <omitted> (C) (1) any Competing Proposal is consummated within twelve (12) months of such termination or (2) the Company enters into a definitive agreement providing for a Competing Proposal within twelve (12) months of such termination, then the Company shall pay to Parent a fee of $127,400,000 in cash (the “Company Termination Fee”) concurrently with the occurrence of the applicable event described in clause (C)(1) or clause (C)(2).  (Page 36)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Section 8.3 Expenses and Other Payments. <omitted> (c)    If (i) (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval) or pursuant to Section 8.1(b)(ii) (Outside Date) at any time when this Agreement could have been terminated pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval), and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed and not been publicly withdrawn at least five (5) Business Days prior to the Company Stockholders Meeting or (B) the Company terminates this Agreement pursuant to Section 8.1(b) (ii) (Outside Date) at a time when Parent would be permitted to terminate this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach) or Parent terminates this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach) and following the execution of this Agreement and on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or disclosed and not withdrawn at least five (5) Business Days prior to the date of such termination, and (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 within three (3) Business Days after the earlier of the consummation of such Company Competing Transaction or entering into a definitive agreement relating to a Company Competing Transaction. (Page 84)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
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: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Section 7.3 Termination Fee; Expenses.
(a) If this Agreement is terminated:

 <omitted>

(C) within 12 months of the termination of this Agreement, the Company or any of its Subsidiaries enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Company Takeover Proposal with a third party; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an account designated by Parent) in immediately available funds in the case of clause (i), within two Business Days of such termination, or in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the entry into a definitive agreement with respect to the transactions contemplated by such Company Takeover Proposal and the consummation of such transactions  (Page 96)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: No
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Section 8.3 Termination Fees. (a) In the event (i) (A) this Agreement is validly terminated by the Company or Parent pursuant to Section 8.1(b) at a time when the sole condition set forth in Annex I that has failed to be satisfied is the Minimum Condition (other than those conditions that by their nature are to be satisfied at the Expiration Time, but which conditions would be capable of being satisfied if the Expiration Time were the time of such termination and provided that Parent has not failed to convert the Purchased Notes if required pursuant to and in accordance with Section 6.18) or (B) by Parent pursuant to Section 8.1(f), (ii) there has been publicly disclosed by the Company or any Third Person, or otherwise made known to the Company Stockholders, after the date of this Agreement and prior to the date of valid termination of this Agreement an Acquisition Proposal made to the Company after the date of this Agreement, and (iii) within twelve (12) months after such termination, the Company enters into an Alternative Acquisition Agreement for any Acquisition Proposal (whether or not such Acquisition Transaction is subsequently consummated) or consummates an Acquisition Transaction, then the Company shall, prior to or concurrently with the consummation of any such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to $1,824,000 (the “Company Termination Fee”) (but subject to the receipt of valid wiring instructions pursuant to Section 8.3(h)); provided that, solely for the purposes of this Section 8.3(a), references to “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; provided, further, that in the event that the Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b) (under the circumstances set forth above in this Section 8.3(a)) or by Parent pursuant to Section 8.1(f), the Company shall, within two (2) Business Days following such termination of this Agreement (but subject to the receipt of valid wiring instructions pursuant to Section 8.3(h)) pay or cause to be paid to Parent or its designee an amount equal to the Expense Amount. (Page 40)

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