Sansaboo/maud huggingface dataset:
Section 8.05. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated pursuant to this Article VIII: <omitted> (B) within 12 months after any such termination and abandonment, (1) the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement, (2) the Company Board shall have approved or recommended to the Company’s stockholders any Acquisition Proposal, and such Acquisition Proposal is subsequently consummated (regardless of whether such consummation occurs within such 12-month period), or (3) any Acquisition Proposal shall have been consummated (with “50 percent” being substituted in lieu of “15 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 8.05(c)(i)(B)), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds upon the consummation of such Acquisition Proposal;  (Page 87)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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
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: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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
7.5 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 Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Answer: Same Acquisition Proposal - Must be approved or not opposed to (or another similar action) during Tail Period (no closing requirement), Different Acquisition Proposal - Must be approved or not opposed (or another similar action) during Tail Period (no closing requirement)
8.3    Fees and Expenses. <omitted> (b)    Company Payments. (i)    Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c) at a time when the requisite stockholder approval has not been obtained, 8.1(d) or Section 8.1(e); (B) at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (D) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated at any time, then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time). For purposes of this Section 8.3(b)(i), all references to “15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “50 percent.” (Page 98)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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)    Company Termination Fee. If <omitted> this Agreement is terminated <omitted> (C) concurrently with or within twelve (12) months after such termination, the Company shall have (1) consummated any Alternative Acquisition Proposal or (2) entered into a definitive agreement providing for (and later consummated) any Alternative Acquisition Proposal, then, in each case, the Company shall pay, by wire transfer of immediately available funds to an account designated in writing by Parent, a fee of $368,946,000 in cash (the “Company Termination Fee”);  (Page 59)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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
9.2. Termination Fee. (a) If this Agreement shall be terminated: <omitted> (iii) (A) by (x) OCSL or OCSI pursuant to Section 9.1(b)(ii) or Section 9.1(b)(iii) or (y) OCSL pursuant to Section 9.1(d)(i) (solely to the extent that OCSI has committed a willful or intentional breach), (B) a Takeover Proposal has been publicly disclosed after the date of this Agreement and, prior to the date of such termination, has not been withdrawn (1) with respect to any termination pursuant to Section 9.1(b)(ii) or Section 9.1(d)(i), prior to the date of such termination and (2) with respect to any termination pursuant to Section 9.1(b)(iii), prior to the time of the duly held OCSI Stockholders Meeting, and (C) OCSI enters into a definitive Contract with respect to such Takeover Proposal within 12 months after such termination, and such Takeover Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such 12-month period), then, within two (2) Business Days after the date that such Takeover Proposal is consummated, OCSI shall cause the third party that made such Takeover Proposal (or its designee) to pay OCSL, subject to applicable Law, the OCSI Termination Fee as liquidated damages and full compensation hereunder; provided, that for purposes of this Section 9.2(a)(iii), the term “Takeover Proposal” will have the meaning assigned to such term in Article X, except that references to “25%” will be deemed to be references to “50%.” (Page 65)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period
Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (B) within twelve (12) months after such termination, any Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to any Company Acquisition Proposal that is subsequently consummated  (Page 88)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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 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 Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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 8.02 Fees and Expenses. <omitted> (ii) If this Agreement is terminated <omitted> (B) within twelve (12) months of such termination, the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (whether or not within such twelve (12) month period), then the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee; provided that for the purposes of this Section 8.02(b)(ii), all references in the term Takeover Proposal to “10% or more” shall be deemed to be references to “more than 50%.”  If the Company Termination Fee is payable, the Company Termination Fee shall be paid upon the consummation of such Takeover Proposal by wire transfer of immediately available funds to an account designated by Parent in writing.  For purposes of clause (A) of this Section 8.02(b)(ii), any Takeover Proposal deemed to have been made pursuant to the Amended and Restated Stockholder Support and Contingent Sale Agreement, dated as of August 17, 2020, by and among certain of the Company’s shareholders and the other parties thereto will be considered to have been withdrawn absent subsequent action on or after the date of this Agreement by any party thereto that would constitute a Takeover Proposal.  (Page 59)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period
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 Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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 8.05. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated pursuant to this Article VIII: <omitted> (B) within 12 months after any such termination and abandonment, (1) the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement, and such Acquisition Proposal is subsequently consummated (regardless of whether such consummation occurs within such 12-month period), (2) the Company Board shall have approved or recommended to the Company’s stockholders any Acquisition Proposal, and subsequently consummates the Acquisition Proposal contemplated thereby (regardless of whether such consummation occurs within such 12-month period), or (3) any Acquisition Proposal shall have been consummated (with “50 percent” being substituted in lieu of “15 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 8.05(c)(i)(B)), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds upon the consummation of the applicable Acquisition Proposal;  (Page 39)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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  9.03      Fees and Expenses. <omitted>  (a)         If this Agreement shall be terminated: 

( i )       (A) (x) by the Company or Parent pursuant to Section 9.01(b)(ii), (y) by Parent pursuant to Section 9.01(c)(i) (and only in circumstances where the Company Stockholders’ Meeting has not been held) or Section 9.01(c)(iii) or (z) by the Company pursuant to Section 9.01(d)(i) (and only in circumstances where the Company Stockholders’ Meeting has not been held), (B) after the date of this Agreement an Acquisition Proposal shall have been (x) publicly made (in the case of clauses (A)(x), (A)(y) or (A)(z)), 

  73       or (y) made known to the Company Board (in the case of clauses (A)(y) or (A)(z) only), and not withdrawn prior to (i) the Company Stockholders’ Meeting (if the Company Stockholders’ Meeting was held) or (ii) such termination (if the Company Stockholders’ Meeting was not held) and (C) within twelve (12) months following the Termination Date the Company consummates a transaction contemplated by any such Acquisition Proposal or that would have otherwise constituted an Acquisition Proposal if announced or made known to the Company Board prior to the Termination Date, then, the Company shall pay to Parent (or its designee) the amount of $30,000,000 (the “Company Termination Fee”) in accordance with Section 9.03(b); (Page 35)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Answer: Same Acquisition Proposal - Must close during Tail Period, Different Acquisition Proposal must close during Tail Period
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 Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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 Expenses; Termination Fees. <omitted> (b) In the event that: <omitted> 
 (iii) (x) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or by Parent pursuant to Section 8.1(f) as a result of a willful breach or by Parent pursuant to Section 8.1(i), (y) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and prior to such termination and such Acquisition Proposal has not been publicly withdrawn prior to such termination and (z) within twelve months of such termination the Company shall have entered into a definitive agreement with respect to such   52


Acquisition Proposal (which Acquisition Proposal is subsequently consummated, whether during or following such twelve-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 or cause to be paid to Parent or its designee the Termination Fee by wire transfer of same day funds (x) in the case of Section 8.3(b)(i), prior to the execution of the Specified Agreement, (y) in the case of Section 8.3(b)(ii), within two business days after such termination or (z) in the case of Section 8.3(b)(iii), prior to the date the definitive agreement referred to in clause (z) of Section 8.3(b)(iii) is executed; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. As used herein, “Termination Fee” shall mean a cash amount equal to $100,000,000. (Pages 56-57)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
Answer: Same Acquisition Proposal - Must sign during Tail Period and close after Tail Period
(b) Company Payments. ( i ) Future Transactions . If (A) this Agreement is validly terminated pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g); (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g), an Acquisition Proposal has been publicly announced or publicly disclosed (and not publicly withdrawn prior to the termination of the Agreement as described in clause (A)); and (C) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(g), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction, then the Company will concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent an amount equal to the Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b), which Schedule may be updated by written notice by Parent from time to time). (Page 88)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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 12.04 Expenses <omitted> (b) Termination Fee. <omitted> (ii) If (A) this Agreement is terminated (x) by Parent or the Company pursuant to Section 11.01(b)(i) (End Date) and at such time the conditions set forth in clause (B) of Annex I shall have been satisfied or (y) by Parent pursuant to Section 11.01(c)(ii) (Other Breach), (B) after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the Board of Directors and shall have become publicly known, and, in either case, such Acquisition Proposal has not been unconditionally withdrawn prior to such termination and (C) within 12 months following the date of such termination, the Company or any of its Subsidiaries shall have entered into a definitive agreement with respect to or recommended to its stockholders an Acquisition Proposal which Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “25%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in immediately available funds, prior to or concurrently with such consummation, the Termination Fee. (Page 37)

Question: Acquisition Proposal Timing-Answer
Subquestion: Same Acquisition Proposal - Must sign during Tail Period (no closing requirement)
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