theatticusproject/maud huggingface dataset:
Section 9.03       Expenses; Termination Fee. <omitted>
(b)               Company Termination Fee. If, but only if, this Agreement is terminated: <omitted>
(D) within three (3) months following the termination of this Agreement, (1) the Company enters into a definitive agreement for the consummation of any Acquisition Proposal (regardless of when made or the counterparty thereto) or (2) any Acquisition Proposal is consummated (regardless of whether when made or the counterparty thereto), then the Company shall pay, or cause to be paid, to Parent the Company Termination Fee, in each case, within three (3) Business Days after the date on which the Company enters into such definitive agreement or the date on which such Acquisition Proposal is consummated (provided, however, that for purposes of this Section 9.03(b)(i), the references to “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”);  (Page 36)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
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Proposal after the date hereof and prior to such termination and such Acquisition Proposal has not been publicly withdrawn prior to such termination and (z) within three months of such termination the Company shall have entered into a definitive agreement with respect to such   52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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
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 three (3) 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: Other
Section 7.3 Fees and Expenses. (a) In the event that: (i) this Agreement is terminated <omitted> (B) within three (3) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to any Company Competing Proposal or (y) the transactions contemplated by any Company Competing Proposal are consummated, the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee concurrently with, and contingent upon, the consummation of the transactions contemplated by such Company Competing Proposal regardless of the date of such consummation  (Page 84)


Section 7.3 Fees and Expenses. (a) In the event that: <omitted> (iii) this Agreement is terminated <omitted> (B) within three (3) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to such Company Competing Proposal or (y) the transactions contemplated by such Company Competing Proposal are consummated, the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee concurrently with, and contingent upon, the consummation of the transactions contemplated by such Company Competing Proposal regardless of the date of such consummation  (Page 85)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 8.5. Effect of Termination.
<omitted>
(b) In the event that:
<omitted>
(iii) (A) this Agreement is terminated 
<omitted>
(C) within three (3) 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: Other
Section 7.2            Effect of Termination. <omitted> (b)               VEREIT Termination Fee. <omitted> (iii)            In the event that  <omitted> (C) prior to the date that is three (3) months after the date of such termination, VEREIT either (1) consummates a transaction of a type set forth in the definition of “Acquisition Proposal” or (2) enters into an Acquisition Agreement, then VEREIT shall, on the earlier of the date such transaction is consummated or the date such Acquisition Agreement is entered into, pay to Realty Income a one-time fee equal to the VEREIT Termination Fee less the amount of any Realty Income Expense Reimbursement previously paid to Realty Income (if any) pursuant to Section 7.2(b)(iv)


(provided that, for purposes of this clause (C), each reference to “20%” in the definitions of “Acquisition Proposal” and “Acquisition Agreement” shall be deemed to be a reference to “50.1%”).  (Pages 40-41)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
8.2       Effect of Termination. <omitted>
(b) (i) In the event that <omitted>  this Agreement is terminated <omitted>
(B) prior to the date that is three (3) months after the date of such termination, Cadence enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Cadence shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay BancorpSouth, by wire transfer of same- day funds, a fee equal to $118,000,000 (the “Termination Fee”); provided, that for purposes of this Section 8.2(b)(i), all references in the definition of Acquisition Proposal to “twenty-five percent (25%)” shall instead refer to “fifty percent (50%).”  (Page 82)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
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 three (3) months after the date of such termination, the Company enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then the Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Parent, by wire transfer of same-day funds, a fee equal to two hundred and eighty million dollars ($280,000,000) (the “Termination Fee”);  (Page 71)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section   7.02    Termination  Fee. <omitted> (b) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is three (3) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above, then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to the Termination Fee (Page 87)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 7.3 Fees and Expenses. (a) In the event that:
<omitted>

(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 Section 7.1(b)(ii) or Section 7.1(b)(iii), or by Parent pursuant to Section 7.1(c)(i), then if, concurrently with or within three (3) months after the date of any such termination, any of the Acquired Companies enters into a definitive agreement with respect to any Company Competing Proposal or any transaction if offered prior to the termination of this Agreement would have constituted a Company Competing Proposal, 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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
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 3 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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
8.3 Expenses and Other Payments. <omitted> (d) If (i) (A) Parent or the Company terminates this Agreement <omitted> (ii) within three (3) 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: Other
SECTION 8.02. Effect of Termination. <omitted> (b)               The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: <omitted> (B) within 3 months of such termination the Company or any of its Subsidiaries enters into an Acquisition Agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated  (Page 76)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 9.03 Termination Payments.

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

(iii) <omitted> (B) within 3 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: Other
Section 7.3          Company Termination Fee and Expense Reimbursement.   (a)               If: <omitted> (ii)              this Agreement is terminated <omitted> provided, that, in the case of this clause (ii), that (A) an Acquisition Proposal shall have been publicly announced or made publicly known (or, in the case of such a termination pursuant to Section 7.1(d), shall have been otherwise made known to the Company Board) after the date of this Agreement and shall not have been withdrawn (publicly, in the case of a termination pursuant to Section 7.1(c)) without qualification at least four Business Days prior to the Company Stockholders Meeting (in the case of a termination pursuant to Section 7.1(c)) or such termination (in the case of such a termination pursuant to Section 7.1(d)) and (B) within 3 months of the date this Agreement is so terminated, (x) the Company enters into a definitive agreement providing for an Acquisition Proposal, or (y) an Acquisition Proposal is consummated; provided, that for purposes of this Section 7.3(a)(ii), all references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”, then, in either the case of clause (i) or clause (ii) of this Section 7.3(a), the Company shall pay to Parent (or its designee), in cash, a payment in an amount equal to the Company Termination Fee in the case of Section 7.3(a) (i), as promptly as practicable (and, in any event, within two Business Days following such termination) and (B) in the case of Section 7.3(a)(ii), at or prior to the first to occur of (x) the entry into a definitive agreement providing for an Acquisition Proposal referred to therein and (y) the consummation of an Acquisition Proposal referred to therein.   

-71 (Page 32)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 7.02 Effect of Termination. <omitted>

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

(2) at any time within three (3) months after such termination, the Company (x) enters into a definitive Alternative Acquisition Agreement to effect any Competing Proposal or (y) consummates a Competing Proposal,  (Page 25)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
Section 7.4          Company Termination Fees. 

(a)          In the event that (A) this Agreement is terminated pursuant to Section 7.1(c), (B) following the execution of this Agreement and prior to the time at which a vote is taken on the adoption of this Agreement at the Stockholders Meeting (or an adjournment or postponement thereof) an offer or proposal for a Competing Acquisition Transaction is publicly announced or shall become publicly known and is not publicly withdrawn prior to the Stockholders Meeting and (C) within three (3) months following the termination of this Agreement pursuant to Section 7.1(c), the foregoing Competing Acquisition Transaction is consummated or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, then within two (2) Business Days after the earlier of the entry into an Alternative Acquisition Agreement and the consummation of such Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee. “ Company Termination Fee” means an amount equal to $60,125,000. <omitted> 

(b)          In the event that (A) this Agreement is terminated pursuant to Section 7.1(b) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 7.1(b) or Section 7.1(g) as a result of the material breach of the Company’s covenants and agreements set forth in Section 5.3, (B) any Person shall have publicly disclosed an offer or proposal for a Competing Acquisition Proposal after the date hereof and shall not have publicly withdrawn such offer or proposal for a Competing Acquisition Proposal prior to (1) in the case of this Agreement being subsequently terminated pursuant to Section 7.1(b), the date that is two (2) Business Days prior to the Termination Date or (2) in the case of this Agreement being subsequently terminated pursuant to Section 7.1(g), the time of the breach or failure to perform giving rise to such termination and (C) within three (3) months following the termination of this Agreement pursuant to Section 7.1(b) or Section 7.1(g), the foregoing Competing Acquisition Transaction is consummated,  or the Company enters into an Alternative Acquisition Agreement with respect to a Competing Acquisition Transaction, then within two (2) Business Days after the earlier of the entry into such Alternative Acquisition Agreement and the consummation of such Competing Acquisition Transaction, the Company shall pay to Parent (or its designee) the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. (Pages 61-62)

Question: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
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 three (3) 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: Tail Period & Acquisition Proposal Details
Category: Deal Protection and Related Provisions
Answer: Other
6.3       Termination Fees. <omitted> (c)       If this Agreement is terminated <omitted> (ii) on or prior to the date that is three (3) 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 “twenty-five percent (25%)” 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 Company Termination Fee.  (Page 88)

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