theatticusproject/maud huggingface dataset:
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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
Section 8.4           Fees and Expense Reimbursement.  <omitted>
(C) the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition Proposal within 12 months after the date this Agreement is terminated, then the Company will pay (or cause to be paid) to Parent the Company Termination Fee upon the earliest date of when such definitive agreement is executed or such Company Acquisition Proposal is consummated.  (Page 87)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
Section 9.3 Fees and Expenses. <omitted> (b)           In the event that:   (i)   (A)           (I)(x) this Agreement is terminated by Company or Parent pursuant to Section 9.1(b)(i) or by Parent pursuant to Section 9.1(c)(i), and after the date hereof and (in the case of termination pursuant to Section 9.1(c)(i)) prior to the breach giving rise to such right of termination, a Company Acquisition Proposal (with, for all purposes of this Section 9.3(b)(i), all percentages included in the definition of “Company Acquisition Proposal” increased to 50%) has been announced, disclosed, or otherwise communicated or made known (whether or not publicly) to the Company Board or made known publicly to Company’s stockholders, or any Person shall have publicly announced an intention (whether or not conditional) to make such a Company Acquisition Proposal, or (y) this Agreement is terminated by Company or Parent pursuant to Section 9.1(b)(iii), and prior to the Company Stockholder Meeting, a Company Acquisition Proposal has been publicly announced, disclosed, or otherwise communicated or made known to the Company Board or to Company’s stockholders or any Person shall have publicly announced, disclosed or otherwise communicated or made known an intention (whether or not   

121    

  conditional) to make such a Company Acquisition Proposal, and in each such case in this clause (y), such Company Acquisition Proposal or intention has not been irrevocably withdrawn publicly, and (II) within twelve (12) months after the date of such termination referred to in this Section 9.3(b)(i), a transaction in respect of a Company Acquisition Proposal is consummated or Company enters into a definitive agreement in respect of a Company Acquisition Proposal that is later consummated;
<omitted>
Subject to Section 9.3(f) and(g), payment of the Company Termination Fee or Parent Expense Base Amount, as applicable, shall be made bywire transfer of same day funds to the account or accounts designated by Parent (i) at the time of consummation of any transaction contemplated by aCompany  Acquisition  Proposal,  in  the  case  of  a  Company  Termination  Fee  payable  pursuant  to Section  9.3(b)(i)(A), (ii)  as  promptly  as  reasonablypracticable after termination (and, in any event, within two (2) Business Days thereof), in the case of a Company Termination Fee payable pursuant toSection 9.3(b)(i)(B), (iii) at the time of termination, in the case of a Company Termination Fee payable pursuant to Section 9.3(b)(i)(C) and as a condition tothe effectiveness of such termination, as set forth in Section 9.1(d)(iii), and (iv) as promptly as reasonably practicable after termination (and, in any event,within two (2) Business Days after receipt of documentation evidencing the Parent Expense Base Amount), in the case of the Parent Expense Base Amountpayable pursuant to Section 9.3(b)(ii). (Page 61)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
SECTION 8.02           Effect of Termination; Termination Fees. <omitted> 
(b)           Termination Fees.(i)       In the event <omitted> 
(C)         this Agreement is terminated by (1) either the Company or Parent pursuant to Section 8.01(b)(i) (End Date) or Section 8.01(b)(iii) (Company Stockholder Approval Not Obtained), or Parent pursuant to Section 8.01(d)(ii) (Company Breach), (2) after the execution of this Agreement and prior to the date of termination the Company has received a bona fide Company Takeover Proposal or a bona fide Company Takeover Proposal has been publicly disclosed and not withdrawn at least five (5) Business Days prior to such termination, and (3)  within six (6) months of the date of termination by either the Company or Parent pursuant to Section 8.01(b)(i) (End Date) or within twelve (12) months of the date of any termination by either the Company or Parent pursuant to Section 8.01(b)(iii) (Company Stockholder Approval Not Obtained) or Parent pursuant to Section 8.01(d)(ii) (Company Breach), the Company enters into a definitive agreement with respect to, or consummates, any Company Takeover Proposal; provided that for purposes of this Section 8.02(b), the references to “15%” in the definition of “Company Takeover Proposal” shall be deemed to be references to “50%”; (Page 68)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
Section 7.06 Fees and Expenses Following Termination. (a) Company Payments. <omitted> 

(iii) If (A) this Agreement is terminated pursuant to Section 7.02(a) or Section 7.02(c), (B) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 7.02(a) orSection 7.02(c), a Takeover Proposal has been publicly announced or disclosed and not withdrawn or otherwise abandoned, and (C) within one (1) year following the termination of this Agreement pursuant to Section 7.02(a) or Section 7.02(c), as applicable, either a Takeover Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of a Takeover Transaction, then, in any such event, the Company shall promptly pay the Termination Fee upon the earlier of the consummation or entry into a definitive agreement with respect to such Takeover Transaction. For purposes of this Section 7.06(a)(iii), all references in the definition of the term Takeover Transaction to “15%” will be deemed to be references to “50%.” (Page 62)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
8.3 Fees and Expenses. <omitted> (b) The parties agree that (i) if this Agreement is validly terminated by (A) either Parent or the Company in accordance with Section 8.1(b) or (B) by Parent pursuant to Section 8.1(f); and, prior to the date of such termination, a Company Acquisition Proposal is made public by the Company or any other Person or otherwise becomes publicly known, and (ii) within twelve (12) months after such termination (A) the Company enters into a definitive agreement with respect to any Company Acquisition Proposal or (B) the transactions contemplated by any Company Acquisition Proposal are consummated (which need not be the same Company Acquisition Proposal that was made public or publicly known prior to the termination of this Agreement), then the Company shall pay (or cause to be paid) the Company Termination Fee to Parent (or its designee), by wire transfer of same-day funds no later than two (2) Business Days after the consummation of such transaction. (Page 78)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
(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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
Section 8.1 Termination. This Agreement may be terminated prior to the Effective Time: <omitted> (d) by either Parent or the Company if the Offer Acceptance Time shall not have occurred on or prior 5 p.m. Eastern Time on February 2, 2022 (such date, the “End Date”); <omitted>

Section 8.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted>  

(B) any Person shall have publicly disclosed a bona fide Acquisition Proposal after the date hereof and shall not have publicly withdrawn such Acquisition Proposal prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(d), the date that is two business days prior to the Expiration Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 8.1(f), the time of the breach or failure to perform giving rise to such termination and (C) within 12 months of such termination the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (provided, that for purposes of this clause (C) the references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”);   56


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 (Pages 60-61)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
Section 7.1 Company Board Recommendation. <omitted> any Contract with respect to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) (a “Specified Agreement”) <omitted> Section 9.3 Expenses; Termination Fee. <omitted> (b) In the event that: <omitted> (z) within twelve (12) months of such termination, the Company enters into a Specified Agreement with respect to an Acquisition Proposal or the Company shall have 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 “80%”); 

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  (Page 55)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
Section 9.3 Termination Fees; Expenses. <omitted> (c) In the event that this Agreement is validly terminated by the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b) (iii), or in the event that this Agreement is terminated by Parent pursuant to Section 9.1(c)(ii), and, in each case, (i) at any time after the date of this Agreement and prior to such termination, a Company Acquisition Proposal has been made to the Company and publicly announced or disclosed (and such Company Acquisition Proposal has not been publicly withdrawn in a bona fide manner prior to the earlier of (x) the date of the Company Meeting (including any adjournments or postponements thereof) and (y) the date of such termination) and (ii) within twelve (12) months after such termination, the Company (A) consummates a transaction with respect to a Company Acquisition Proposal or (B) enters into a definitive agreement with respect to a Company Acquisition Proposal and such Company Acquisition Proposal is subsequently consummated, then, in any such event, the Company shall pay to Parent (or one or more of its designees), by wire transfer of immediately available funds, the Company Termination Fee, reduced by any amount previously paid under Section 9.3(b) within two (2) Business Days following the consummation of such transaction arising from such Company Acquisition Proposal; provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(c), references to “15%” and “85%” shall be replaced by “50%”. (Page 85)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
Section 10.03          Termination Payment. <omitted> (b) If (i) this Agreement is terminated <omitted> (iii) on or prior to the twelve-month anniversary of such termination of this Agreement: (A) a transaction constituting a Company Acquisition Proposal is consummated; or (B) a definitive agreement relating to a Company Acquisition Proposal is entered into by the Company or any of its Affiliates (in each case, whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced), then, the Company shall pay to Parent (or its designee) by way of compensation the Company Termination Payment no later than the consummation of such Company Acquisition Proposal;  (Page 103)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
Section 8.06 Fees Following Termination

<omitted> 

(b) If this Agreement is properly terminated: 

<omitted> 

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

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes
Section 7.3 Termination Fees <omitted> (a)            If <omitted> (ii) (A) after the date and delivery of this Agreement and prior to the Company Stockholders’ Meeting, a Company Takeover Proposal (substituting 50% for the 20% threshold set forth in the definition of “Company Takeover Proposal”) (a “Qualifying Transaction”) shall have been publicly made and not withdrawn prior to the Company Stockholders’ Meeting (or any adjournment or postponement thereof), (B) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) (End Date) or Section 7.1(d) (Company Stockholder Approval), or by Parent pursuant to Section 7.1(f) (Company Breach), and (C) at any time on or prior to the twelve-


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

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Yes