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maud_1085
|
Consider the Merger Agreement between "Columbia Property Trust, Inc." and "Panther Merger Parent, Inc."; What are the Ordinary course of business covenants
|
Section 5.1 Conduct of Business of the Company. (a) During the period from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, except (i) as may be required by applicable Law, including any Covid-19 Measure, or taken in good faith in response to or accordance with any Covid-19 Measure, (ii) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (iii) as contemplated or required by this Agreement, or (iv) as set forth in Section 5.1(a)(i) of the Company Disclosure Schedule, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) conduct its business in all material respects in the ordinary course consistent with past practice,
|
maud/Columbia_Property_Pacific_Investment_Management.txt
| 1 |
[
{
"answer": "Section 5.1 Conduct of Business of the Company. (a) During the period from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, except (i) as may be required by applicable Law, including any Covid-19 Measure, or taken in good faith in response to or accordance with any Covid-19 Measure, (ii) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (iii) as contemplated or required by this Agreement, or (iv) as set forth in Section 5.1(a)(i) of the Company Disclosure Schedule, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) conduct its business in all material respects in the ordinary course consistent with past practice, ",
"file_path": "maud/Columbia_Property_Pacific_Investment_Management.txt",
"span": [
129778,
130616
]
}
] |
maud_1505
|
Consider the Acquisition Agreement between Parent "Marvell Technology Group Ltd." and Target "Inphi Corporation"; What is the Type of Consideration
|
1.7 Conversion of Shares. (c) At the Delaware Merger Effective Time, by virtue of the Delaware Merger and without any further action on the part of the Company, HoldCo, Delaware Merger Sub or any stockholder of the Company: (iii) except as provided in Sections 1.7(c)(i) and 1.7(c)(ii), and subject to Sections 1.7(d), 1.11 and 1.12, each share of Company Common Stock outstanding immediately prior to the Delaware Merger Effective Time will be converted into the right to receive: (A) 2.323 (the “Exchange Ratio”) shares of HoldCo Common Stock; and (B) $66.00 in cash, without interest (the “Per Share Cash Amount”);
|
maud/Inphi Corporation_Marvell Technology Group Ltd..txt
| 3 |
[
{
"answer": "1.7 Conversion of Shares. ",
"file_path": "maud/Inphi Corporation_Marvell Technology Group Ltd..txt",
"span": [
16373,
16405
]
},
{
"answer": "(c) At the Delaware Merger Effective Time, by virtue of the Delaware Merger and without any further action on the part of the Company, HoldCo, Delaware Merger Sub or any stockholder of the Company: ",
"file_path": "maud/Inphi Corporation_Marvell Technology Group Ltd..txt",
"span": [
18271,
18475
]
},
{
"answer": "(iii) except as provided in Sections 1.7(c)(i) and 1.7(c)(ii), and subject to Sections 1.7(d), 1.11 and 1.12, each share of Company Common Stock outstanding immediately prior to the Delaware Merger Effective Time will be converted into the right to receive: (A) 2.323 (the “Exchange Ratio”) shares of HoldCo Common Stock; and (B) $66.00 in cash, without interest (the “Per Share Cash Amount”); ",
"file_path": "maud/Inphi Corporation_Marvell Technology Group Ltd..txt",
"span": [
19209,
19607
]
}
] |
maud_1353
|
Consider the Merger Agreement between "Austin BidCo Inc." and "Virtusa Corporation"; What is the Type of Consideration
|
(c) Conversion of Company Common Stock. (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub, subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued share of Company Common Stock shall be converted into the right to receive $51.35 in cash (the “Merger Consideration”).
|
maud/Virtusa Corporation_Baring Private Equity Asia.txt
| 1 |
[
{
"answer": "(c) Conversion of Company Common Stock. (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub, subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued share of Company Common Stock shall be converted into the right to receive $51.35 in cash (the “Merger Consideration”). ",
"file_path": "maud/Virtusa Corporation_Baring Private Equity Asia.txt",
"span": [
18457,
18890
]
}
] |
maud_1067
|
Consider the Acquisition Agreement between Parent "TRATON SE" and Target "Navistar International Corporation"; Where is the Specific Performance clause
|
Section 11.14. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity.
|
maud/Navistar International Corporation_TRATON SE.txt
| 1 |
[
{
"answer": "Section 11.14. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Delaware or any Delaware state court, in addition to any other remedy to which they are entitled at law or in equity. \n\n\n",
"file_path": "maud/Navistar International Corporation_TRATON SE.txt",
"span": [
236637,
237178
]
}
] |
maud_1516
|
Consider the Acquisition Agreement between Parent "Marvell Technology Group Ltd." and Target "Inphi Corporation"; Is there a Tail provision for acquisition proposals
|
8.3 Expenses; Termination Fees. (d) If: (i) this Agreement is terminated (iii) within 12 months after the date of such termination of this Agreement, a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is consummated or a definitive agreement providing for a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is executed, then the Company shall pay to Marvell the Company Termination Fee in cash;
|
maud/Inphi Corporation_Marvell Technology Group Ltd..txt
| 3 |
[
{
"answer": "8.3 Expenses; Termination Fees. ",
"file_path": "maud/Inphi Corporation_Marvell Technology Group Ltd..txt",
"span": [
379490,
379528
]
},
{
"answer": "(d) If: (i) this Agreement is terminated ",
"file_path": "maud/Inphi Corporation_Marvell Technology Group Ltd..txt",
"span": [
381840,
381885
]
},
{
"answer": "(iii) within 12 months after the date of such termination of this Agreement, a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is consummated or a definitive agreement providing for a Company Acquisition Transaction (whether or not relating to such Company Acquisition Proposal) is executed, then the Company shall pay to Marvell the Company Termination Fee in cash; ",
"file_path": "maud/Inphi Corporation_Marvell Technology Group Ltd..txt",
"span": [
382247,
382661
]
}
] |
maud_339
|
Consider the Acquisition Agreement between Parent "Cards Parent LP" and Target "Collectors Universe, Inc."; What is the Definition of "Knowledge"
|
“Knowledge” or any similar phrase means (a) with respect to the Company, the collective knowledge of the individuals set forth in Section 1.1(a) of the Company Disclosure Schedule and any individuals that, following the date of this Agreement, replace or share the employment responsibilities of any such individuals, in each case after reasonable inquiry of such individuals’ direct reports who would reasonably be expected to have actual knowledge of the matter in question, and (b) with respect to Parent and/or Merger Sub, the collective knowledge of the individuals set forth in Section 1.1(a) of the Parent Disclosure Schedule and any individuals that, following the date of this Agreement, replace or share the employment responsibilities of any such individuals, in each case after reasonable inquiry of such individuals’ direct report who would reasonably be expected to have actual knowledge of the matter in question. With respect to matters involving the Intellectual Property Rights, reasonable inquiry does not require the Company, or any of its directors, officers or employees, to have conducted or have obtained any freedom to operate opinions or any patent, Trademark or other Intellectual Property Rights clearance searches or conducted any other similar inquiry of third parties. If not conducted or obtained, no knowledge of any patents, Trademarks or other Intellectual Property Rights of any third Person that would have been revealed solely by such opinions or searches will be imputed to the Company or any of its directors, officers or employees.
|
maud/Collectors Universe, Inc._Investment Group.txt
| 1 |
[
{
"answer": "“Knowledge” or any similar phrase means (a) with respect to the Company, the collective knowledge of the individuals set forth in Section 1.1(a) of the Company Disclosure Schedule and any individuals that, following the date of this Agreement, replace or share the employment responsibilities of any such individuals, in each case after reasonable inquiry of such individuals’ direct reports who would reasonably be expected to have actual knowledge of the matter in question, and (b) with respect to Parent and/or Merger Sub, the collective knowledge of the individuals set forth in Section 1.1(a) of the Parent Disclosure Schedule and any individuals that, following the date of this Agreement, replace or share the employment responsibilities of any such individuals, in each case after reasonable inquiry of such individuals’ direct report who would reasonably be expected to have actual knowledge of the matter in question. With respect to matters involving the Intellectual Property Rights, reasonable inquiry does not require the Company, or any of its directors, officers or employees, to have conducted or have obtained any freedom to operate opinions or any patent, Trademark or other Intellectual Property Rights clearance searches or conducted any other similar inquiry of third parties. If not conducted or obtained, no knowledge of any patents, Trademarks or other Intellectual Property Rights of any third Person that would have been revealed solely by such opinions or searches will be imputed to the Company or any of its directors, officers or employees. \n\n\n",
"file_path": "maud/Collectors Universe, Inc._Investment Group.txt",
"span": [
32669,
34245
]
}
] |
maud_343
|
Consider the Acquisition Agreement between Parent "MERCK SHARP & DOHME CORP." and Target "PANDION THERAPEUTICS, INC."; Information about the Closing Condition: Compliance with Covenants
|
Offer Conditions
Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, in addition to Merger Sub’s right or obligations to extend, or right to amend or terminate, the Offer in accordance with the provisions of this Agreement, neither Parent nor Merger Sub shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return Tendered Shares promptly after termination or withdrawal of the Offer), pay for any Tendered Shares, if as of immediately prior to one minute after 11:59 p.m., New York City time, on the Expiration Date (as it may have been extended pursuant to Section 2.1(e)) any of the conditions set forth below shall not be satisfied or waived in writing by Parent and Merger Sub (to the extent waivable by Parent and Merger Sub): (c) none of the following events, conditions, circumstances, state of facts or developments shall exist or have occurred and be continuing: (v) the Company shall have failed to perform or comply in any material respect with any obligation, agreement or covenant required to be performed or complied with by it under this Agreement prior to the Expiration Date; or
|
maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt
| 3 |
[
{
"answer": "Offer Conditions \n\n\nNotwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, in addition to Merger Sub’s right or obligations to extend, or right to amend or terminate, the Offer in accordance with the provisions of this Agreement, neither Parent nor Merger Sub shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return Tendered Shares promptly after termination or withdrawal of the Offer), pay for any Tendered Shares, if as of immediately prior to one minute after 11:59 p.m., New York City time, on the Expiration Date (as it may have been extended pursuant to Section 2.1(e)) any of the conditions set forth below shall not be satisfied or waived in writing by Parent and Merger Sub (to the extent waivable by Parent and Merger Sub): \n\n\n",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
295272,
296228
]
},
{
"answer": "(c) none of the following events, conditions, circumstances, state of facts or developments shall exist or have occurred and be continuing: ",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
297765,
297905
]
},
{
"answer": "(v) the Company shall have failed to perform or comply in any material respect with any obligation, agreement or covenant required to be performed or complied with by it under this Agreement prior to the Expiration Date; or \n\n\n",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
300918,
301145
]
}
] |
maud_1496
|
Consider the Acquisition Agreement between Parent "Microsoft Corporation" and Target "Nuance Communications, Inc."; Is there a Tail provision for acquisition proposals
|
8.3. Fees and Expenses. (b) Termination Fee.
(i) Future Transaction. If (A) this Agreement is terminated (C) within one year of such termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), 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 promptly (and in any event within two Business Days) after the earlier of the (1) entry into such definitive agreement or (2) consummation of such Acquisition Transaction pay to Parent (or its designee) an amount equal to $515,000,000 (the “Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”
|
maud/Nuance Communications, Inc._Microsoft Corporation.txt
| 3 |
[
{
"answer": "8.3. Fees and Expenses. \n\n\n",
"file_path": "maud/Nuance Communications, Inc._Microsoft Corporation.txt",
"span": [
313272,
313299
]
},
{
"answer": "(b) Termination Fee. \n\n\n(i) Future Transaction. If (A) this Agreement is terminated ",
"file_path": "maud/Nuance Communications, Inc._Microsoft Corporation.txt",
"span": [
313668,
313752
]
},
{
"answer": "(C) within one year of such termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), 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 promptly (and in any event within two Business Days) after the earlier of the (1) entry into such definitive agreement or (2) consummation of such Acquisition Transaction pay to Parent (or its designee) an amount equal to $515,000,000 (the “Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this Section 8.3(b)(i), all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.” \n\n\n",
"file_path": "maud/Nuance Communications, Inc._Microsoft Corporation.txt",
"span": [
314629,
315454
]
}
] |
maud_414
|
Consider the Acquisition Agreement between Parent "United Rentals (North America), Inc." and Target "General Finance Corporation"; Is there a Tail provision for acquisition proposals
|
Section 8.05. Notice of Termination; Effect of Termination and Abandonment. (c) In the event this Agreement is terminated pursuant to this Article VIII: (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;
|
maud/General Finance Corporation_United Rentals, Inc..txt
| 3 |
[
{
"answer": "Section 8.05. Notice of Termination; Effect of Termination and Abandonment. ",
"file_path": "maud/General Finance Corporation_United Rentals, Inc..txt",
"span": [
268830,
268913
]
},
{
"answer": "(c) In the event this Agreement is terminated pursuant to this Article VIII: ",
"file_path": "maud/General Finance Corporation_United Rentals, Inc..txt",
"span": [
269961,
270050
]
},
{
"answer": "(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; \n\n\n",
"file_path": "maud/General Finance Corporation_United Rentals, Inc..txt",
"span": [
271423,
272509
]
}
] |
maud_154
|
Consider the Acquisition Agreement between Parent "Electronic Arts Inc." and Target "Glu Mobile Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
Section 6.1 Termination. This Agreement may be validly terminated and the Transactions may be abandoned by action taken or authorized by the terminating Party or Parties: (e) By the Company, if prior to obtaining the Company Stockholder Approval, the Company Board (or a duly authorized committee thereof) determines to accept a Superior Proposal and enter into the Alternative Acquisition Agreement, subject to, and in accordance with, the terms and conditions of Section 4.4; provided that such termination shall not be effective unless the Company shall pay the Termination Fee to Parent prior to or concurrently with such termination in accordance with Section 6.2(b);
|
maud/Glu Mobile Inc._Electronic Arts Inc..txt
| 2 |
[
{
"answer": "Section 6.1 Termination. This Agreement may be validly terminated and the Transactions may be abandoned by action taken or authorized by the terminating Party or Parties: ",
"file_path": "maud/Glu Mobile Inc._Electronic Arts Inc..txt",
"span": [
225094,
225281
]
},
{
"answer": "(e) By the Company, if prior to obtaining the Company Stockholder Approval, the Company Board (or a duly authorized committee thereof) determines to accept a Superior Proposal and enter into the Alternative Acquisition Agreement, subject to, and in accordance with, the terms and conditions of Section 4.4; provided that such termination shall not be effective unless the Company shall pay the Termination Fee to Parent prior to or concurrently with such termination in accordance with Section 6.2(b); ",
"file_path": "maud/Glu Mobile Inc._Electronic Arts Inc..txt",
"span": [
227063,
227582
]
}
] |
maud_1476
|
Consider the Acquisition Agreement between Parent "Open Text Corporation" and Target "Zix Corporation"; Information about the Closing Condition: Compliance with Covenants
|
ANNEX I
CONDITIONS TO THE OFFER (e) the Company will have performed and complied in all material respects with all covenants and obligations required to be performed and complied with by it at or prior to the applicable date;
|
maud/Zix_Corporation_Open_Text_Corporation.txt
| 2 |
[
{
"answer": "ANNEX I \n\nCONDITIONS TO THE OFFER \n\n",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
367007,
367043
]
},
{
"answer": "(e) the Company will have performed and complied in all material respects with all covenants and obligations required to be performed and complied with by it at or prior to the applicable date; ",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
373367,
373561
]
}
] |
maud_1574
|
Consider the Acquisition Agreement between Parent "Mirasol Parent, LLC" and Target "RealPage, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
8.1 Termination. This Agreement may be validly terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time only as follows (it being understood and agreed that this Agreement may not be terminated for any other reason or on any other basis): (h) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal in accordance with Section 5.4; (iii) the Company has complied in all material respects with Section 5.4 with respect to such Superior Proposal; and (iv) concurrently with such termination the Company pays the Company Termination Fee due to Parent in accordance with Section 8.3(b); or
|
maud/RealPage, Inc._Thoma Bravo, L.P..txt
| 2 |
[
{
"answer": "8.1 Termination. This Agreement may be validly terminated, and the transactions contemplated by this Agreement may be abandoned, at any time prior to the Effective Time only as follows (it being understood and agreed that this Agreement may not be terminated for any other reason or on any other basis): ",
"file_path": "maud/RealPage, Inc._Thoma Bravo, L.P..txt",
"span": [
318349,
318653
]
},
{
"answer": "(h) by the Company, at any time prior to receiving the Requisite Stockholder Approval if (i) the Company has received a Superior Proposal; (ii) the Company Board (or a committee thereof) has authorized the Company to enter into a definitive Alternative Acquisition Agreement to consummate the Acquisition Transaction contemplated by that Superior Proposal in accordance with Section 5.4; (iii) the Company has complied in all material respects with Section 5.4 with respect to such Superior Proposal; and (iv) concurrently with such termination the Company pays the Company Termination Fee due to Parent in accordance with Section 8.3(b); or ",
"file_path": "maud/RealPage, Inc._Thoma Bravo, L.P..txt",
"span": [
324919,
325561
]
}
] |
maud_280
|
Consider the Acquisition Agreement between Parent "Independent Bank Corp." and Target "Meridian Bancorp, Inc."; What are the Ordinary course of business covenants
|
Section 5.01 Covenants of Company. During the period from the date of this Agreement and continuing until the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement, as required by applicable Law or with the prior written consent of Buyer, Company shall (a) carry on its business in the ordinary course consistent with past practice
|
maud/Meridian Bancorp, Inc._Independent Bank Corp..txt
| 1 |
[
{
"answer": "Section 5.01 Covenants of Company. During the period from the date of this Agreement and continuing until the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement, as required by applicable Law or with the prior written consent of Buyer, Company shall (a) carry on its business in the ordinary course consistent with past practice ",
"file_path": "maud/Meridian Bancorp, Inc._Independent Bank Corp..txt",
"span": [
181036,
181438
]
}
] |
maud_905
|
Consider the Merger Agreement between 'Canadian Pacific Railway Limited' and 'Kansas City Southern'; What is the Definition of "Interveining Event"
|
(i) “Company Intervening Event” means any event, change, occurrence or development that is unknown and not reasonably foreseeable to the Company Board as of the date of this Agreement, or if known or reasonably foreseeable to the Company Board as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Company Board as of the date of this Agreement; provided, that the receipt, existence or terms of a Company Alternative Proposal shall not be deemed to be a Company Intervening Event hereunder.
|
maud/Kansas_City_Southern_Canadian_Pacific_Railway.txt
| 1 |
[
{
"answer": "(i) “Company Intervening Event” means any event, change, occurrence or development that is unknown and not reasonably foreseeable to the Company Board as of the date of this Agreement, or if known or reasonably foreseeable to the Company Board as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Company Board as of the date of this Agreement; provided, that the receipt, existence or terms of a Company Alternative Proposal shall not be deemed to be a Company Intervening Event hereunder. \n\n\n",
"file_path": "maud/Kansas_City_Southern_Canadian_Pacific_Railway.txt",
"span": [
221486,
222047
]
}
] |
maud_195
|
Consider the Acquisition Agreement between Parent "ELI LILLY AND COMPANY" and Target "PREVAIL THERAPEUTICS INC."; I want information about the Limitations on Antitrust Efforts
|
Notwithstanding anything to the contrary in this Section 6.6(b) or otherwise in this Agreement, neither Parent nor any of its Affiliates shall have any obligation offer, negotiate, commit to, or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any or all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent or any of its Subsidiaries (including the Surviving Corporation), or any other restrictions on the activities of Parent or any of its Subsidiaries (including the Surviving Corporation); provided, however, that Parent shall take such actions with respect to the Company (including, after the Effective Time, the Surviving Corporation) if such action (A) is necessary to obtain required clearances or waiting period expirations or terminations as may be required under the HSR Act or any Antitrust Laws by or before the Outside Date and (B) would not, individually or in the aggregate, reasonably be expected to be materially detrimental to the benefits to be derived by Parent and its Affiliates as a result of the Contemplated Transactions.
|
maud/Prevail Therapeutics Inc._Eli Lilly and Company.txt
| 1 |
[
{
"answer": "Notwithstanding anything to the contrary in this Section 6.6(b) or otherwise in this Agreement, neither Parent nor any of its Affiliates shall have any obligation offer, negotiate, commit to, or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, or other disposition of any or all of the capital stock, assets, equity holdings, rights, products, or businesses of Parent or any of its Subsidiaries (including the Surviving Corporation), or any other restrictions on the activities of Parent or any of its Subsidiaries (including the Surviving Corporation); provided, however, that Parent shall take such actions with respect to the Company (including, after the Effective Time, the Surviving Corporation) if such action (A) is necessary to obtain required clearances or waiting period expirations or terminations as may be required under the HSR Act or any Antitrust Laws by or before the Outside Date and (B) would not, individually or in the aggregate, reasonably be expected to be materially detrimental to the benefits to be derived by Parent and its Affiliates as a result of the Contemplated Transactions. ",
"file_path": "maud/Prevail Therapeutics Inc._Eli Lilly and Company.txt",
"span": [
176071,
177225
]
}
] |
maud_1450
|
Consider the Merger Agreement between "Devon Energy Corporation" and "WPX Energy, Inc."; What is the Definition of "Interveining Event"
|
“East Intervening Event” shall mean a material event, fact, circumstance, development or occurrence not related to an Acquisition Proposal that is not known or reasonably foreseeable (or if known or reasonably foreseeable, the probability or magnitude of consequences of which were not known or reasonably foreseeable) to or by the East Board as of the date of this Agreement, which event, fact, circumstance, development or occurrence becomes known to the East Board prior to obtaining the East Stockholder Approval. Notwithstanding the foregoing, in no event shall the following events, changes or developments constitute an East Intervening Event: changes in the market price or trading volume of Central Common Stock, East Common Stock or any other securities of Central or East, or any change in the credit rating of Central or East or the fact that Central or East meets, fails to meet, or exceeds internal or published estimates, projections, forecasts or predictions for any period (it being understood that the underlying cause thereof may constitute an East Intervening Event).
|
maud/WPX Energy, Inc._Devon Energy Corporation.txt
| 1 |
[
{
"answer": "“East Intervening Event” shall mean a material event, fact, circumstance, development or occurrence not related to an Acquisition Proposal that is not known or reasonably foreseeable (or if known or reasonably foreseeable, the probability or magnitude of consequences of which were not known or reasonably foreseeable) to or by the East Board as of the date of this Agreement, which event, fact, circumstance, development or occurrence becomes known to the East Board prior to obtaining the East Stockholder Approval. Notwithstanding the foregoing, in no event shall the following events, changes or developments constitute an East Intervening Event: changes in the market price or trading volume of Central Common Stock, East Common Stock or any other securities of Central or East, or any change in the credit rating of Central or East or the fact that Central or East meets, fails to meet, or exceeds internal or published estimates, projections, forecasts or predictions for any period (it being understood that the underlying cause thereof may constitute an East Intervening Event). ",
"file_path": "maud/WPX Energy, Inc._Devon Energy Corporation.txt",
"span": [
385419,
386507
]
}
] |
maud_447
|
Consider the Acquisition Agreement between Parent "SUPERNUS PHARMACEUTICALS, INC." and Target "ADAMAS PHARMACEUTICALS, INC."; What is the Definition of "Superior Proposal"
|
“Acquisition Proposal” means any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (a) acquisition or license, outside of the ordinary course of business, in respect of a material portion of the Company Products, (b) issuance or acquisition of 10% or more of the outstanding Shares, (c) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 10% or more of the outstanding Shares or (d) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 10% or more of the outstanding Shares, in each case other than the Transactions. “Superior Offer” means a bona fide written Acquisition Proposal on terms that the Company Board (or a committee thereof) has determined in good faith, after consultation with its financial advisor and outside legal counsel, would be more favorable, from a financial point of view, to the stockholders of the Company (in their capacity as such) than the Transactions (taking into account any legal, regulatory, timing, financing and other aspects of such Acquisition Proposal (including the capability of such Acquisition Proposal being consummated) and any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination); provided, that for purposes of the definition of “Superior Offer”, the references to “a material portion” and “10% or more” in the definition of Acquisition Proposal shall be deemed to be references to “90% or more.”
|
maud/Adamas_Pharmaceuticals_Supernus_Pharmaceuticals.txt
| 2 |
[
{
"answer": "“Acquisition Proposal” means any proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (a) acquisition or license, outside of the ordinary course of business, in respect of a material portion of the Company Products, (b) issuance or acquisition of 10% or more of the outstanding Shares, (c) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 10% or more of the outstanding Shares or (d) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 10% or more of the outstanding Shares, in each case other than the Transactions. ",
"file_path": "maud/Adamas_Pharmaceuticals_Supernus_Pharmaceuticals.txt",
"span": [
9365,
10313
]
},
{
"answer": "“Superior Offer” means a bona fide written Acquisition Proposal on terms that the Company Board (or a committee thereof) has determined in good faith, after consultation with its financial advisor and outside legal counsel, would be more favorable, from a financial point of view, to the stockholders of the Company (in their capacity as such) than the Transactions (taking into account any legal, regulatory, timing, financing and other aspects of such Acquisition Proposal (including the capability of such Acquisition Proposal being consummated) and any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination); provided, that for purposes of the definition of “Superior Offer”, the references to “a material portion” and “10% or more” in the definition of Acquisition Proposal shall be deemed to be references to “90% or more.” ",
"file_path": "maud/Adamas_Pharmaceuticals_Supernus_Pharmaceuticals.txt",
"span": [
40996,
41880
]
}
] |
maud_535
|
Consider the Merger Agreement between "TELEDYNE TECHNOLOGIES INCORPORATED" and "FLIR SYSTEMS, INC."; I want information about the Limitations on Antitrust Efforts
|
(g) Notwithstanding anything in this Section 5.6 to the contrary, Parent and its Affiliates shall not be required to propose, negotiate or commit to sell, divest, exclusively license, hold separate, or otherwise dispose of, accept any material operational restrictions or take or commit to take any actions (including supply and other commercial arrangements) which restrictions or actions would limit Parent’s or any of its Subsidiaries’ freedom of action with respect to, assets, licenses, product lines, operations or businesses of Parent or the Acquired Companies that, individually or in the aggregate, generated total annual revenues in excess of one-hundred and fifty million dollars ($150,000,000) (taking into account intra-company sales) in the Company’s or Parent’s, as applicable, fiscal year 2020.
|
maud/FLIR Systems, Inc._Teledyne Technologies Incorporated.txt
| 1 |
[
{
"answer": "(g) Notwithstanding anything in this Section 5.6 to the contrary, Parent and its Affiliates shall not be required to propose, negotiate or commit to sell, divest, exclusively license, hold separate, or otherwise dispose of, accept any material operational restrictions or take or commit to take any actions (including supply and other commercial arrangements) which restrictions or actions would limit Parent’s or any of its Subsidiaries’ freedom of action with respect to, assets, licenses, product lines, operations or businesses of Parent or the Acquired Companies that, individually or in the aggregate, generated total annual revenues in excess of one-hundred and fifty million dollars ($150,000,000) (taking into account intra-company sales) in the Company’s or Parent’s, as applicable, fiscal year 2020. \n\n\n",
"file_path": "maud/FLIR Systems, Inc._Teledyne Technologies Incorporated.txt",
"span": [
224323,
225137
]
}
] |
maud_966
|
Consider the Merger Agreement between "First Bancorp" and "Select Bancorp, Inc."; Information about the Closing Condition: Compliance with Covenants
|
8.2 Conditions to Obligations of Buyer. The obligations of Buyer to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by Buyer pursuant to Section 10.6(a): (b) Performance of Agreements and Covenants. Each and all of the agreements and covenants of SB to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.
|
maud/Select_Bancorp_Inc_First_Bancorp.txt
| 2 |
[
{
"answer": "8.2 Conditions to Obligations of Buyer. The obligations of Buyer to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by Buyer pursuant to Section 10.6(a): ",
"file_path": "maud/Select_Bancorp_Inc_First_Bancorp.txt",
"span": [
195270,
195547
]
},
{
"answer": "(b) Performance of Agreements and Covenants. Each and all of the agreements and covenants of SB to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects. ",
"file_path": "maud/Select_Bancorp_Inc_First_Bancorp.txt",
"span": [
196801,
197106
]
}
] |
maud_45
|
Consider the Acquisition Agreement between Parent "Gainwell Acquisition Corp." and Target "HMS Holdings Corp."; What is the Definition of "Superior Proposal"
|
“Superior Proposal” means an Acquisition Proposal (except the references therein to “twenty percent (20%)” shall be replaced by “fifty percent (50%)”) made by a Third Party (other than resulting from a breach of Section 6.02(a) (other than any such breach that is immaterial and unintentional)) that the Company Board determines in good faith, after consultation with its financial and outside legal advisors, taking into account such factors as the Company Board considers to be appropriate (including the conditionality, timing and likelihood of consummation of such proposal), would result in a transaction that is more favorable from a financial perspective to the Company’s stockholders than the Transactions (including taking into account any the Company Termination Fee, if applicable).
|
maud/HMS Holdings Corp._Veritas Capital.txt
| 1 |
[
{
"answer": "“Superior Proposal” means an Acquisition Proposal (except the references therein to “twenty percent (20%)” shall be replaced by “fifty percent (50%)”) made by a Third Party (other than resulting from a breach of Section 6.02(a) (other than any such breach that is immaterial and unintentional)) that the Company Board determines in good faith, after consultation with its financial and outside legal advisors, taking into account such factors as the Company Board considers to be appropriate (including the conditionality, timing and likelihood of consummation of such proposal), would result in a transaction that is more favorable from a financial perspective to the Company’s stockholders than the Transactions (including taking into account any the Company Termination Fee, if applicable). ",
"file_path": "maud/HMS Holdings Corp._Veritas Capital.txt",
"span": [
43063,
43859
]
}
] |
maud_79
|
Consider the Acquisition Agreement between Parent "Razorback Technology Intermediate Holdings, Inc." and Target "Endurance International Group Holdings, Inc."; What is the Type of Consideration
|
(c) Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares) shall be automatically converted into the right to receive $9.50, without interest thereon (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Certificate or Uncertificated Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(c) in accordance with the provisions of Section 2.2.
|
maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt
| 1 |
[
{
"answer": "(c) Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares) shall be automatically converted into the right to receive $9.50, without interest thereon (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Certificate or Uncertificated Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(c) in accordance with the provisions of Section 2.2. \n\n\n",
"file_path": "maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt",
"span": [
13468,
14266
]
}
] |
maud_425
|
Consider the Acquisition Agreement between Parent "Pacira BioSciences, Inc." and Target "Flexion Therapeutics, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned: (d) by the Company, at any time prior to the Offer Acceptance Time: (i) in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”) if the Company has complied in all material respects with the notice, negotiation and other requirements of Section 7.1(b)(i) and the Company, substantially concurrently with such termination, pays to Parent the Termination Fee;
|
maud/Flexion_Therapeutics_Pacira_BioSciences.txt
| 2 |
[
{
"answer": "Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned: ",
"file_path": "maud/Flexion_Therapeutics_Pacira_BioSciences.txt",
"span": [
251324,
251437
]
},
{
"answer": "(d) by the Company, at any time prior to the Offer Acceptance Time: (i) in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”) if the Company has complied in all material respects with the notice, negotiation and other requirements of Section 7.1(b)(i) and the Company, substantially concurrently with such termination, pays to Parent the Termination Fee;\n\n\n\n\n\n\n\n\n",
"file_path": "maud/Flexion_Therapeutics_Pacira_BioSciences.txt",
"span": [
255976,
256515
]
}
] |
maud_998
|
Consider the Acquisition Agreement between Parent "Pioneer Natural Resources Company" and Target "Parsley Energy, Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using its reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Parent Material Contract or Company Material Contract (as applicable); (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain all approvals or waivers from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice; and (iii) execute and deliver any additional instruments necessary to consummate the Transactions and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent.
|
maud/Parsley Energy, Inc._Pioneer Natural Resources Company.txt
| 1 |
[
{
"answer": "(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including using its reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Parent Material Contract or Company Material Contract (as applicable); (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain all approvals or waivers from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice; and (iii) execute and deliver any additional instruments necessary to consummate the Transactions and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. ",
"file_path": "maud/Parsley Energy, Inc._Pioneer Natural Resources Company.txt",
"span": [
304915,
306577
]
}
] |
maud_349
|
Consider the Acquisition Agreement between Parent "MERCK SHARP & DOHME CORP." and Target "PANDION THERAPEUTICS, INC."; What happens during a Breach of No-Shop clause
|
SECTION 7.8. No Solicitation. SECTION 9.1. Termination. This Agreement may be terminated (c) by Parent by written notice to the Company at any time prior to the Acceptance Time, if: (ii) the Company shall have violated or breached in any material respect any of its obligations under Section 7.8; SECTION 9.3. Termination Fee and Expenses. (b) In the event that: (i) this Agreement is terminated by Parent pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii); then, in any such event under clause (i), (ii) or (iii) of this Section 9.3(b), the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable termination fee of $65,000,000 (the “Termination Fee”).
|
maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt
| 7 |
[
{
"answer": "SECTION 7.8. No Solicitation. \n\n\n",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
237723,
237756
]
},
{
"answer": "SECTION 9.1. Termination. This Agreement may be terminated ",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
269914,
269973
]
},
{
"answer": "(c) by Parent by written notice to the Company at any time prior to the Acceptance Time, if: ",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
272795,
272888
]
},
{
"answer": "(ii) the Company shall have violated or breached in any material respect any of its obligations under Section 7.8; ",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
272956,
273071
]
},
{
"answer": "SECTION 9.3. Termination Fee and Expenses. \n\n\n",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
277806,
277852
]
},
{
"answer": "(b) In the event that: (i) this Agreement is terminated by Parent pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii); ",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
278455,
278576
]
},
{
"answer": "then, in any such event under clause (i), (ii) or (iii) of this Section 9.3(b), the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable termination fee of $65,000,000 (the “Termination Fee”). ",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
279453,
279690
]
}
] |
maud_107
|
Consider the Acquisition Agreement between Parent "The Progressive Corporation" and Target "Protective Insurance Corporation"; Where is the No-Shop Clause
|
Section 6.06 No Solicitation of Transactions. (a) The Company agrees that (i) the Company and its Subsidiaries shall not, and (ii) the Company and its Subsidiaries shall cause their officers and directors not to, and use reasonable best efforts to cause their employees not to, and direct their respective Representatives not to (and use reasonable best efforts to ensure that their respective Representatives not), directly or indirectly, (A) solicit, initiate or knowingly encourage, induce or facilitate the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal (other than contacting or engaging in discussions with the Person making a Takeover Proposal or its Representatives for the sole purpose of clarifying such Takeover Proposal), (B) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any of the Company’s or its Subsidiaries’ confidential information with respect to, any Takeover Proposal, (C) enter into any Takeover Proposal Documentation with respect to a Takeover Proposal or (D) fail to enforce, or grant any waiver under, any standstill or similar agreement with any Person (unless, and only to the extent, the Company Board of Directors determines, after consultation with its outside counsel, that enforcement or failure to grant a waiver would be inconsistent with its fiduciary duties of directors under Indiana Law, in which case it may enable such Persons to confidentially submit a Takeover Proposal to the Company Board of Directors). The Company shall, shall cause its Subsidiaries to, and shall direct its Representatives to, immediately cease and cause to be terminated all then existing discussions and negotiations with any Person conducted theretofore with respect to any Takeover Proposal and terminate all access to nonpublic information of the Company or its Subsidiaries that any such Person may have. Notwithstanding the foregoing or anything else in this Agreement to the contrary, at any time prior to obtaining the Company Required Vote, in response to a bona fide written Takeover Proposal received after the date of this Agreement that did not arise in whole or part due to a material breach of this Section 6.06, if the Company Board of Directors determines, after consultation with its financial advisor and outside counsel, that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, the Company may (and may authorize and permit its Subsidiaries and Representatives to), subject to compliance with Section 6.06(c) and only prior to obtaining the Company Required Vote, (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing confidentiality provisions no more favorable in the aggregate to such Person than those contained in the Company Confidentiality Agreement (it being understood that such confidentiality agreement need not prohibit the making or amendment of a Takeover Proposal); provided that all material information provided to such Person has previously been provided or made available to Parent or is provided to Parent prior to or substantially concurrently with the time it is provided to such Person (which nonpublic information shall, for the avoidance of doubt, be subject to the Company Confidentiality Agreement and may, in order to comply with applicable Law, be restricted to certain designated Representatives of Parent), and (y) participate in discussions and negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal.
|
maud/Protective Insurance Corporation_The Progressive Corporation.txt
| 1 |
[
{
"answer": "Section 6.06 No Solicitation of Transactions. (a) The Company agrees that (i) the Company and its Subsidiaries shall not, and (ii) the Company and its Subsidiaries shall cause their officers and directors not to, and use reasonable best efforts to cause their employees not to, and direct their respective Representatives not to (and use reasonable best efforts to ensure that their respective Representatives not), directly or indirectly, (A) solicit, initiate or knowingly encourage, induce or facilitate the making of any proposal that constitutes or is reasonably likely to lead to a Takeover Proposal (other than contacting or engaging in discussions with the Person making a Takeover Proposal or its Representatives for the sole purpose of clarifying such Takeover Proposal), (B) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any of the Company’s or its Subsidiaries’ confidential information with respect to, any Takeover Proposal, (C) enter into any Takeover Proposal Documentation with respect to a Takeover Proposal or (D) fail to enforce, or grant any waiver under, any standstill or similar agreement with any Person (unless, and only to the extent, the Company Board of Directors determines, after consultation with its outside counsel, that enforcement or failure to grant a waiver would be inconsistent with its fiduciary duties of directors under Indiana Law, in which case it may enable such Persons to confidentially submit a Takeover Proposal to the Company Board of Directors). The Company shall, shall cause its Subsidiaries to, and shall direct its Representatives to, immediately cease and cause to be terminated all then existing discussions and negotiations with any Person conducted theretofore with respect to any Takeover Proposal and terminate all access to nonpublic information of the Company or its Subsidiaries that any such Person may have. Notwithstanding the foregoing or anything else in this Agreement to the contrary, at any time prior to obtaining the Company Required Vote, in response to a bona fide written Takeover Proposal received after the date of this Agreement that did not arise in whole or part due to a material breach of this Section 6.06, if the Company Board of Directors determines, after consultation with its financial advisor and outside counsel, that such Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal, the Company may (and may authorize and permit its Subsidiaries and Representatives to), subject to compliance with Section 6.06(c) and only prior to obtaining the Company Required Vote, (x) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal (and its Representatives) pursuant to a confidentiality agreement containing confidentiality provisions no more favorable in the aggregate to such Person than those contained in the Company Confidentiality Agreement (it being understood that such confidentiality agreement need not prohibit the making or amendment of a Takeover Proposal); provided that all material information provided to such Person has previously been provided or made available to Parent or is provided to Parent prior to or substantially concurrently with the time it is provided to such Person (which nonpublic information shall, for the avoidance of doubt, be subject to the Company Confidentiality Agreement and may, in order to comply with applicable Law, be restricted to certain designated Representatives of Parent), and (y) participate in discussions and negotiations with the Person making such Takeover Proposal (and its Representatives) regarding such Takeover Proposal. ",
"file_path": "maud/Protective Insurance Corporation_The Progressive Corporation.txt",
"span": [
168034,
171775
]
}
] |
maud_1058
|
Consider the Acquisition Agreement between Parent "TRATON SE" and Target "Navistar International Corporation"; Information about the Closing Condition: Compliance with Covenants
|
Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions:
(a) (i) the Company shall have performed and complied in all material respects with all obligations, agreements and covenants required to be performed by it under this Agreement on or prior to the Effective Time;
|
maud/Navistar International Corporation_TRATON SE.txt
| 1 |
[
{
"answer": "Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: \n\n\n(a) (i) the Company shall have performed and complied in all material respects with all obligations, agreements and covenants required to be performed by it under this Agreement on or prior to the Effective Time; ",
"file_path": "maud/Navistar International Corporation_TRATON SE.txt",
"span": [
209536,
209974
]
}
] |
maud_1078
|
Consider the Merger Agreement between "Columbia Property Trust, Inc." and "Panther Merger Parent, Inc."; What is the Definition of "Material Adverse Effect"
|
“Material Adverse Effect” means any change, effect, event, occurrence or development that has a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole, excluding the impact of (i) any changes or developments in domestic, foreign or global markets or domestic, foreign or global economic conditions generally, including (A) any changes or developments in or affecting the domestic or any foreign securities, equity, credit or financial markets or (B) any changes or developments in or affecting domestic or any foreign interest or exchange rates, (ii) actual, proposed or pending changes in GAAP or any official interpretation or enforcement thereof, (iii) actual, proposed or pending changes in Law or any changes or developments in the official interpretation or enforcement thereof by Governmental Entities, including any changes in Laws relating to Taxes, (iv) changes in domestic, foreign or global political conditions, including the outbreak or escalation of war, military actions, or acts of terrorism or sabotage, civil disobedience or civil unrest, protests and public demonstrations (including any escalation or general worsening thereof) and any government responses thereto, including any worsening of such conditions threatened or existing on the date of this Agreement, (v) changes or developments in the business or regulatory conditions affecting the industries in which the Company or any of its Subsidiaries operate, (vi) the announcement or the existence of, or compliance with or performance under, this Agreement or the transactions contemplated hereby (including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, financing sources, tenants, ground lessors, lenders, servicers, agents, customers, suppliers, partners, Governmental Entities or other business relationships) or any litigation alleging breach of duty relating to entry into this Agreement or the transactions contemplated hereby, or breach of duty or violation of Law resulting from compliance with, or performance under, this Agreement or the transactions contemplated hereby, (vii) weather conditions, acts of God (including storms, earthquakes, hurricanes, tornados, floods or other natural disasters), (viii) Covid-19 Measures and pandemics (including SARS-CoV-2 or Covid-19, any evolutions or mutations thereof or related or associated or new epidemics, pandemics or disease outbreaks), (ix) changes resulting or arising from the identity of, or any facts or circumstances specific to, the Parent, Merger Sub or any of their Affiliates, (x) any matter set forth in the Company Disclosure Schedule, (xi) a decline in the trading price or trading volume of the Company’s common stock or any change in the ratings or ratings outlook for the Company or any of its Subsidiaries, or the failure to meet any (whether internal, external or public) projections, guidance, budgets, forecasts, milestones, predictions or estimates (provided that the underlying causes thereof may be considered in determining whether a Material Adverse Effect has occurred if not otherwise excluded hereunder), (xii) any action taken or omitted to be taken by the Company or any of its Subsidiaries at the written request of Parent or as required or expressly contemplated by this Agreement, and (xiii) the failure to obtain any approvals or consents from any Governmental Entity in connection with the transactions contemplated by this Agreement; except, with (1) respect to clauses (i), (ii), (iii), (iv), (v), (vii) and (viii) to the extent that such impact is disproportionately adverse to the Company and its Subsidiaries, taken as a whole, relative to others in the urban office real estate industry in which the Company and its Subsidiaries operate, and (2) if any event, development, change or occurrence has caused or is reasonably likely to cause the Company to fail to qualify as a REIT, such event, development, change or occurrence shall be considered a Material Adverse Effect, unless such failure has been, or is able to be, cured on commercially reasonable terms under the applicable provisions of the Code.
|
maud/Columbia_Property_Pacific_Investment_Management.txt
| 1 |
[
{
"answer": "“Material Adverse Effect” means any change, effect, event, occurrence or development that has a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole, excluding the impact of (i) any changes or developments in domestic, foreign or global markets or domestic, foreign or global economic conditions generally, including (A) any changes or developments in or affecting the domestic or any foreign securities, equity, credit or financial markets or (B) any changes or developments in or affecting domestic or any foreign interest or exchange rates, (ii) actual, proposed or pending changes in GAAP or any official interpretation or enforcement thereof, (iii) actual, proposed or pending changes in Law or any changes or developments in the official interpretation or enforcement thereof by Governmental Entities, including any changes in Laws relating to Taxes, (iv) changes in domestic, foreign or global political conditions, including the outbreak or escalation of war, military actions, or acts of terrorism or sabotage, civil disobedience or civil unrest, protests and public demonstrations (including any escalation or general worsening thereof) and any government responses thereto, including any worsening of such conditions threatened or existing on the date of this Agreement, (v) changes or developments in the business or regulatory conditions affecting the industries in which the Company or any of its Subsidiaries operate, (vi) the announcement or the existence of, or compliance with or performance under, this Agreement or the transactions contemplated hereby (including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, financing sources, tenants, ground lessors, lenders, servicers, agents, customers, suppliers, partners, Governmental Entities or other business relationships) or any litigation alleging breach of duty relating to entry into this Agreement or the transactions contemplated hereby, or breach of duty or violation of Law resulting from compliance with, or performance under, this Agreement or the transactions contemplated hereby, (vii) weather conditions, acts of God (including storms, earthquakes, hurricanes, tornados, floods or other natural disasters), (viii) Covid-19 Measures and pandemics (including SARS-CoV-2 or Covid-19, any evolutions or mutations thereof or related or associated or new epidemics, pandemics or disease outbreaks), (ix) changes resulting or arising from the identity of, or any facts or circumstances specific to, the Parent, Merger Sub or any of their Affiliates, (x) any matter set forth in the Company Disclosure Schedule, (xi) a decline in the trading price or trading volume of the Company’s common stock or any change in the ratings or ratings outlook for the Company or any of its Subsidiaries, or the failure to meet any (whether internal, external or public) projections, guidance, budgets, forecasts, milestones, predictions or estimates (provided that the underlying causes thereof may be considered in determining whether a Material Adverse Effect has occurred if not otherwise excluded hereunder), (xii) any action taken or omitted to be taken by the Company or any of its Subsidiaries at the written request of Parent or as required or expressly contemplated by this Agreement, and (xiii) the failure to obtain any approvals or consents from any Governmental Entity in connection with the transactions contemplated by this Agreement; except, with (1) respect to clauses (i), (ii), (iii), (iv), (v), (vii) and (viii) to the extent that such impact is disproportionately adverse to the Company and its Subsidiaries, taken as a whole, relative to others in the urban office real estate industry in which the Company and its Subsidiaries operate, and (2) if any event, development, change or occurrence has caused or is reasonably likely to cause the Company to fail to qualify as a REIT, such event, development, change or occurrence shall be considered a Material Adverse Effect, unless such failure has been, or is able to be, cured on commercially reasonable terms under the applicable provisions of the Code. ",
"file_path": "maud/Columbia_Property_Pacific_Investment_Management.txt",
"span": [
296578,
300814
]
}
] |
maud_1381
|
Consider the Acquisition Agreement between Parent "Cisco Systems, Inc." and Target "Acacia Communications, Inc."; What is the Definition of "Knowledge"
|
“knowledge” means, with respect to the Company, the knowledge of any individual set forth on Schedule 1.1-B of the Company Disclosure Letter as of the Original Agreement Date with respect to a fact, circumstance, event or other matter after reasonable inquiry.
|
maud/Acacia_Communications_Cisco_Systems.txt
| 1 |
[
{
"answer": "“knowledge” means, with respect to the Company, the knowledge of any individual set forth on Schedule 1.1-B of the Company Disclosure Letter as of the Original Agreement Date with respect to a fact, circumstance, event or other matter after reasonable inquiry. ",
"file_path": "maud/Acacia_Communications_Cisco_Systems.txt",
"span": [
17277,
17538
]
}
] |
maud_254
|
Consider the Acquisition Agreement between Parent "Learning Technologies Group plc" and Target "GP Strategies Corporation"; What about the Fiduciary exception to the No-Shop Clause
|
6.1 No Solicitation by the Company. (c) Notwithstanding anything to the contrary contained in Section 6.1(a), if at any time after the date of this Agreement and prior to the time that the Company Stockholder Approval is obtained, but not after, the Company or any of its Representatives receives a bona fide, unsolicited written Acquisition Proposal from any person that did not result from a material breach of this Section 6.1 and if the Company Board determines, in good faith, after consultation with its outside financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then the Company and its Representatives may, prior to the time the Company Stockholder Approval is obtained, but not after, (i) furnish, pursuant to an Acceptable Confidentiality Agreement, information with respect to the Company and its Subsidiaries to the Person who has made such Acquisition Proposal; provided, that the Company, to the extent permitted under Applicable Law (including any applicable Antitrust Law), shall concurrently with the delivery to such Person provide to Parent any non-public information concerning the Company or any of its Subsidiaries that is provided or made available to such Person or its Representatives unless such non-public information has been previously provided or made available to Parent (which non-public information, for the avoidance of doubt, shall be subject to the Confidentiality Agreement and may, in order to comply with Applicable Law, be restricted to certain designated Representatives of Parent) and (ii) engage in or otherwise participate in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal. The Company shall as promptly as practicable (and in any event within 24 hours) notify Parent if the Company Board makes a determination that an Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal or if the Company furnishes information or enters into discussions or negotiations as provided in this Section 6.1(c).
|
maud/GP_Strategies_Corp_Learning_Technologies_Group.txt
| 2 |
[
{
"answer": "6.1 No Solicitation by the Company. \n\n\n",
"file_path": "maud/GP_Strategies_Corp_Learning_Technologies_Group.txt",
"span": [
142521,
142560
]
},
{
"answer": "(c) Notwithstanding anything to the contrary contained in Section 6.1(a), if at any time after the date of this Agreement and prior to the time that the Company Stockholder Approval is obtained, but not after, the Company or any of its Representatives receives a bona fide, unsolicited written Acquisition Proposal from any person that did not result from a material breach of this Section 6.1 and if the Company Board determines, in good faith, after consultation with its outside financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then the Company and its Representatives may, prior to the time the Company Stockholder Approval is obtained, but not after, (i) furnish, pursuant to an Acceptable Confidentiality Agreement, information with respect to the Company and its Subsidiaries to the Person who has made such Acquisition Proposal; provided, that the Company, to the extent permitted under Applicable Law (including any applicable Antitrust Law), shall concurrently with the delivery to such Person provide to Parent any non-public information concerning the Company or any of its Subsidiaries that is provided or made available to such Person or its Representatives unless such non-public information has been previously provided or made available to Parent (which non-public information, for the avoidance of doubt, shall be subject to the Confidentiality Agreement and may, in order to comply with Applicable Law, be restricted to certain designated Representatives of Parent) and (ii) engage in or otherwise participate in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal. The Company shall as promptly as practicable (and in any event within 24 hours) notify Parent if the Company Board makes a determination that an Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal or if the Company furnishes information or enters into discussions or negotiations as provided in this Section 6.1(c). ",
"file_path": "maud/GP_Strategies_Corp_Learning_Technologies_Group.txt",
"span": [
147676,
149813
]
}
] |
maud_1263
|
Consider the Acquisition Agreement between Parent "Celestial-Saturn Parent Inc." and Target "CoreLogic, Inc."; I want information about the Limitations on Antitrust Efforts
|
(b) Without limiting anything in this Section 6.3, (i) none of the parties hereto or their respective Affiliates shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto and (ii) Parent and Acquisition Sub agree to take promptly any and all steps necessary or reasonably advisable or as may be required by any Governmental Authority to avoid or eliminate each and every impediment and obtain all Consents under any Antitrust Laws that may be required by any Governmental Authority so as to enable the parties to consummate the transactions contemplated by this Agreement, including the Merger, as expeditiously as possible (and in any event at least five (5) Business Days prior to the Termination Date), including committing to and effecting, by consent decree, hold separate order, trust or otherwise, (A) selling, divesting, licensing or otherwise disposing of, or holding separate and agreeing to sell, divest, license or otherwise dispose of, any assets of the Company or its Subsidiaries or of Parent or Acquisition Sub, (B) terminating, amending or assigning existing relationships and contractual rights and obligations of the Company or its Subsidiaries or of Parent or Acquisition Sub, (C) requiring Parent or Acquisition Sub or the Company or its Subsidiaries, to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any Third Party and (D) imposing limitations on Parent or Acquisition Sub or the Company or its Subsidiaries, with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets; provided that any such action contemplated by clause (ii) above is conditioned upon the consummation of the transactions contemplated by this Agreement.
|
maud/CoreLogic, Inc._Investment Group.txt
| 1 |
[
{
"answer": "(b) Without limiting anything in this Section 6.3, (i) none of the parties hereto or their respective Affiliates shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto and (ii) Parent and Acquisition Sub agree to take promptly any and all steps necessary or reasonably advisable or as may be required by any Governmental Authority to avoid or eliminate each and every impediment and obtain all Consents under any Antitrust Laws that may be required by any Governmental Authority so as to enable the parties to consummate the transactions contemplated by this Agreement, including the Merger, as expeditiously as possible (and in any event at least five (5) Business Days prior to the Termination Date), including committing to and effecting, by consent decree, hold separate order, trust or otherwise, (A) selling, divesting, licensing or otherwise disposing of, or holding separate and agreeing to sell, divest, license or otherwise dispose of, any assets of the Company or its Subsidiaries or of Parent or Acquisition Sub, (B) terminating, amending or assigning existing relationships and contractual rights and obligations of the Company or its Subsidiaries or of Parent or Acquisition Sub, (C) requiring Parent or Acquisition Sub or the Company or its Subsidiaries, to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any Third Party and (D) imposing limitations on Parent or Acquisition Sub or the Company or its Subsidiaries, with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets; provided that any such action contemplated by clause (ii) above is conditioned upon the consummation of the transactions contemplated by this Agreement. ",
"file_path": "maud/CoreLogic, Inc._Investment Group.txt",
"span": [
150858,
152856
]
}
] |
maud_262
|
Consider the Merger Agreement between "WSFS Financial Corporation" and "Bryn Mawr Bank Corporation"; What is the Type of Consideration
|
(c) Each share of Bryn Mawr Common Stock issued and outstanding immediately prior to the Effective Time (excluding the Canceled Shares) shall be converted into the right to receive, without interest, 0.90 of a share (the “Exchange Ratio”) of WSFS Common Stock (the “Merger Consideration”).
|
maud/Bryn Mawr Bank Corporation_WSFS Financial Corporation.txt
| 1 |
[
{
"answer": "(c) Each share of Bryn Mawr Common Stock issued and outstanding immediately prior to the Effective Time (excluding the Canceled Shares) shall be converted into the right to receive, without interest, 0.90 of a share (the “Exchange Ratio”) of WSFS Common Stock (the “Merger Consideration”). \n\n\n",
"file_path": "maud/Bryn Mawr Bank Corporation_WSFS Financial Corporation.txt",
"span": [
14360,
14666
]
}
] |
maud_749
|
Consider the Merger Agreement between "Madison Square Garden Entertainment Corp." and "MSG Networks Inc."; Is there a Tail provision for acquisition proposals
|
SECTION 8.3 Termination Fee. (a) The Company shall pay to Parent the Company Termination Fee if: (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%)”);
|
maud/MSG Networks Inc._Madison Square Garden Entertainment Corp..txt
| 2 |
[
{
"answer": "SECTION 8.3 Termination Fee. (a) The Company shall pay to Parent the Company Termination Fee if: ",
"file_path": "maud/MSG Networks Inc._Madison Square Garden Entertainment Corp..txt",
"span": [
221005,
221102
]
},
{
"answer": "(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%)”); ",
"file_path": "maud/MSG Networks Inc._Madison Square Garden Entertainment Corp..txt",
"span": [
221820,
222291
]
}
] |
maud_470
|
Consider the Acquisition Agreement between Parent "Chesapeake Energy Corporation" and Target "Vine Energy Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
Section 8.1 Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval has been obtained: (d) by the Company, in order to enter into a definitive agreement with respect to a Company Superior Proposal; provided, however, that (i) the Company shall not have breached any of its obligations under Section 6.3 (other than a de minimis breach), (ii) such definitive agreement with respect to such Company Superior Proposal shall be entered into substantially concurrently with the termination of this Agreement pursuant to this Section 8.1(d) and (iii) the Company shall pay the Company Termination Fee concurrently with such termination.
|
maud/Vine_Energy_Inc_Chesapeake_Energy.txt
| 2 |
[
{
"answer": "Section 8.1 Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval has been obtained: \n\n\n",
"file_path": "maud/Vine_Energy_Inc_Chesapeake_Energy.txt",
"span": [
283549,
283806
]
},
{
"answer": "(d) by the Company, in order to enter into a definitive agreement with respect to a Company Superior Proposal; provided, however, that (i) the Company shall not have breached any of its obligations under Section 6.3 (other than a de minimis breach), (ii) such definitive agreement with respect to such Company Superior Proposal shall be entered into substantially concurrently with the termination of this Agreement pursuant to this Section 8.1(d) and (iii) the Company shall pay the Company Termination Fee concurrently with such termination. \n\n\n",
"file_path": "maud/Vine_Energy_Inc_Chesapeake_Energy.txt",
"span": [
286659,
287209
]
}
] |
maud_637
|
Consider the Acquisition Agreement between Parent "SANOFI" and Target "TRANSLATE BIO, INC."; Where is the Specific Performance clause
|
Section 9.5 Applicable Legal Requirements; Jurisdiction; Specific Performance; Remedies. (b) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties hereto do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Subject to the following sentence, the Parties acknowledge and agree that (i) the Parties shall be entitled to an injunction or injunctions, specific performance, or other non-monetary equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 9.5(a) without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, (ii) the provisions set forth in Section 8.3 (A) are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement; and (B) shall not be construed to diminish or otherwise impair in any respect any Party’s right to specific performance except if Parent has been paid the Termination Fee, and (iii) the right of specific performance is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement.
|
maud/Translate_Bio_Sanofi_SA.txt
| 2 |
[
{
"answer": "Section 9.5 Applicable Legal Requirements; Jurisdiction; Specific Performance; Remedies. ",
"file_path": "maud/Translate_Bio_Sanofi_SA.txt",
"span": [
214269,
214358
]
},
{
"answer": "(b) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties hereto do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Subject to the following sentence, the Parties acknowledge and agree that (i) the Parties shall be entitled to an injunction or injunctions, specific performance, or other non-monetary equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 9.5(a) without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, (ii) the provisions set forth in Section 8.3 (A) are not intended to and do not adequately compensate for the harm that would result from a breach of this Agreement; and (B) shall not be construed to diminish or otherwise impair in any respect any Party’s right to specific performance except if Parent has been paid the Termination Fee, and (iii) the right of specific performance is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. ",
"file_path": "maud/Translate_Bio_Sanofi_SA.txt",
"span": [
216108,
217422
]
}
] |
maud_1311
|
Consider the Acquisition Agreement between Parent "ASTRO STONE INTERMEDIATE HOLDING, LLC" and Target "SELECT INTERIOR CONCEPTS, INC."; Information about the Closing Condition: Compliance with Covenants
|
Section 9.2 Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to Applicable Law) of the following further conditions:
(a) the Company shall have performed and complied with in all material respects all of its covenants and obligations hereunder required to be performed and complied with by it at or prior to the Effective Time;
|
maud/Select_Interior_Concepts_Astro_Stone.txt
| 1 |
[
{
"answer": "Section 9.2 Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to Applicable Law) of the following further conditions: \n\n\n(a) the Company shall have performed and complied with in all material respects all of its covenants and obligations hereunder required to be performed and complied with by it at or prior to the Effective Time; \n\n\n",
"file_path": "maud/Select_Interior_Concepts_Astro_Stone.txt",
"span": [
211617,
212108
]
}
] |
maud_404
|
Consider the Acquisition Agreement between Parent "Amgen Inc." and Target "Five Prime Therapeutics, Inc."; Where is the Specific Performance clause
|
Section 10.5 Applicable Laws; Jurisdiction; Specific Performance; Remedies. (b) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Subject to the terms and conditions of this Section 10.5(b), the Parties acknowledge and agree that (i) the Parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 10.5(a) without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement
|
maud/Five Prime Therapeutics, Inc._Amgen Inc..txt
| 2 |
[
{
"answer": "Section 10.5 Applicable Laws; Jurisdiction; Specific Performance; Remedies. \n\n\n",
"file_path": "maud/Five Prime Therapeutics, Inc._Amgen Inc..txt",
"span": [
230767,
230846
]
},
{
"answer": "(b) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Subject to the terms and conditions of this Section 10.5(b), the Parties acknowledge and agree that (i) the Parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 10.5(a) without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement",
"file_path": "maud/Five Prime Therapeutics, Inc._Amgen Inc..txt",
"span": [
233245,
234047
]
}
] |
maud_1118
|
Consider the Acquisition Agreement between Parent "Lake Holdings, LP" and Target "Pluralsight, Inc."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
3.12 Absence of Certain Changes. (a) No Company Material Adverse Effect. Since January 1, 2020 through December 11, 2020, (i) the business of the Company Group has been conducted, in all material respects, in the ordinary course of business and (ii) there has not occurred a Company Material Adverse Effect.
|
maud/Pluralsight, Inc._Vista Equity Partners.txt
| 1 |
[
{
"answer": "3.12 Absence of Certain Changes. (a) No Company Material Adverse Effect. Since January 1, 2020 through December 11, 2020, (i) the business of the Company Group has been conducted, in all material respects, in the ordinary course of business and (ii) there has not occurred a Company Material Adverse Effect. ",
"file_path": "maud/Pluralsight, Inc._Vista Equity Partners.txt",
"span": [
175199,
175507
]
}
] |
maud_159
|
Consider the Acquisition Agreement between Parent "Electronic Arts Inc." and Target "Glu Mobile Inc."; I want information about the Limitations on Antitrust Efforts
|
provided that, in no event will Parent or its Subsidiaries be obligated to (i) propose, negotiate, offer or commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, license or disposition of any assets or businesses of Parent or its Subsidiaries or Affiliates, now owned or hereafter sought to be acquired, (ii) terminate or amend any existing relationships or contractual rights or obligations or (iii) offer or commit to take any action that would limit or modify Parent’s rights of ownership in, or ability to conduct the business of, any of its operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the business of the Company, if any such foregoing action, in each of (i)- (iii), (A) would reasonably be expected to, individually or in the aggregate, (1) materially reduce the reasonably anticipated benefits to Parent of the transactions contemplated by this Agreement, (2) adversely impact Parent or any of Parent’s Subsidiaries other than, after the Closing, the Company and the Company’s Subsidiaries or (3) impact the Company or any of the Company’s Subsidiaries in a manner that is material to the Company and the Subsidiaries, taken as a whole or (B) is not contingent on the consummation of the Transactions.
|
maud/Glu Mobile Inc._Electronic Arts Inc..txt
| 1 |
[
{
"answer": "provided that, in no event will Parent or its Subsidiaries be obligated to (i) propose, negotiate, offer or commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, license or disposition of any assets or businesses of Parent or its Subsidiaries or Affiliates, now owned or hereafter sought to be acquired, (ii) terminate or amend any existing relationships or contractual rights or obligations or (iii) offer or commit to take any action that would limit or modify Parent’s rights of ownership in, or ability to conduct the business of, any of its operations, divisions, businesses, product lines, customers or assets, including, after the Closing, the business of the Company, if any such foregoing action, in each of (i)- (iii), (A) would reasonably be expected to, individually or in the aggregate, (1) materially reduce the reasonably anticipated benefits to Parent of the transactions contemplated by this Agreement, (2) adversely impact Parent or any of Parent’s Subsidiaries other than, after the Closing, the Company and the Company’s Subsidiaries or (3) impact the Company or any of the Company’s Subsidiaries in a manner that is material to the Company and the Subsidiaries, taken as a whole or (B) is not contingent on the consummation of the Transactions. ",
"file_path": "maud/Glu Mobile Inc._Electronic Arts Inc..txt",
"span": [
190050,
191359
]
}
] |
maud_409
|
Consider the Acquisition Agreement between Parent "United Rentals (North America), Inc." and Target "General Finance Corporation"; What is the Definition of "Knowledge"
|
“Knowledge” or any similar phrase means (a) with respect to the Company, the actual knowledge of the individuals set forth in Section 1.01 of the Company Disclosure Schedule, and
|
maud/General Finance Corporation_United Rentals, Inc..txt
| 1 |
[
{
"answer": "“Knowledge” or any similar phrase means (a) with respect to the Company, the actual knowledge of the individuals set forth in Section 1.01 of the Company Disclosure Schedule, and ",
"file_path": "maud/General Finance Corporation_United Rentals, Inc..txt",
"span": [
29235,
29414
]
}
] |
maud_1047
|
Consider the Acquisition Agreement between Parent "Unifrax Holding Co." and Target "Lydall, Inc."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
Section 4.10. Absence of Certain Changes. Since the Company Balance Sheet Date through the date of this Agreement (a) there has not been any Company Material Adverse Effect,
|
maud/Lydall, Inc._Clearlake Capital Group, L.P..txt
| 1 |
[
{
"answer": "Section 4.10. Absence of Certain Changes. Since the Company Balance Sheet Date through the date of this Agreement (a) there has not been any Company Material Adverse Effect, ",
"file_path": "maud/Lydall, Inc._Clearlake Capital Group, L.P..txt",
"span": [
89175,
89353
]
}
] |
maud_1145
|
Consider the Merger Agreement between "Kite Realty Group Trust" and "Retail Properties of America, Inc."; What are the Ordinary course of business covenants
|
Section 6.1 Conduct of Business by Company. (a) Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (v) to the extent required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company Subsidiary, (w) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or COVID-19 Measures, provided that such action (or omission) is reasonably consistent with Company’s and Company Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 or COVID-19 Measures and discussed in advance with Parent, (x) as may be consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) as may be expressly required or expressly permitted pursuant to this Agreement, or (z) as otherwise set forth in Section 6.1 of the Company Disclosure Letter, Company shall, and shall cause each of the Company Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use its commercially reasonable efforts to (A) maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of Company’s or any Company Subsidiary’s control excepted), (B) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (C) keep available the services of its present officers, (D) maintain all Company Insurance Policies and (E) maintain the status of Company as a REIT.
|
maud/Retail_Properties_of_America_Inc_Kite_Realty_Group_Trust.txt
| 1 |
[
{
"answer": "Section 6.1 Conduct of Business by Company. (a) Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (v) to the extent required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any Company Subsidiary, (w) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or COVID-19 Measures, provided that such action (or omission) is reasonably consistent with Company’s and Company Subsidiaries’ actions taken (or omitted) prior to the date hereof in response to COVID-19 or COVID-19 Measures and discussed in advance with Parent, (x) as may be consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) as may be expressly required or expressly permitted pursuant to this Agreement, or (z) as otherwise set forth in Section 6.1 of the Company Disclosure Letter, Company shall, and shall cause each of the Company Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use its commercially reasonable efforts to (A) maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of Company’s or any Company Subsidiary’s control excepted), (B) preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (C) keep available the services of its present officers, (D) maintain all Company Insurance Policies and (E) maintain the status of Company as a REIT. \n\n\n",
"file_path": "maud/Retail_Properties_of_America_Inc_Kite_Realty_Group_Trust.txt",
"span": [
271557,
273465
]
}
] |
maud_841
|
Consider the Acquisition Agreement between Parent "ICON PLC" and Target "PRA Health Sciences, Inc."; What is the Definition of "Interveining Event"
|
“Company Intervening Event” means a material development or change in circumstance that occurs or arises after the date of this Agreement that was not known to or reasonably foreseeable by the Company Board as of the date of this Agreement (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by the Company Board as of the date of this Agreement); provided, however, that in no event shall (i) the receipt, existence or terms of an actual or possible Company Takeover Proposal or Company Superior Proposal, (ii) any Effect relating to the Parent or any of its Subsidiaries that does not amount to a Material Adverse Effect, individually or in the aggregate, (iii) any change in the credit rating of the Company or the market price or trading volume of shares of Company Common Stock (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Company Intervening Event, to the extent otherwise permitted by this definition), (iv) the fact that the Company or any of its Subsidiaries exceeds (or fails to meet) internal or published projections or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Company Intervening Event, to the extent otherwise permitted by this definition), (v) changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof, (vi) changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices), (vii) any conditions (or changes in such conditions) affecting the industries or sectors in which the Company, Parent or any of their respective Subsidiaries operate (including changes in general market prices and political or regulatory changes affecting the industry or any changes in applicable Law), (viii) any event or circumstance arising in connection with obtaining approvals and other authorizations of any Governmental Entity (including, for the avoidance of doubt, the expiration of the waiting periods applicable to the consummation of the Merger under the HSR Act and other Antitrust Laws), (ix) any event or circumstance arising in connection with the execution announcement of this Agreement or the pendency of the Merger (including by reason of the identity of Parent or the Company), including the impact thereof on the relationships, contractual or otherwise, of the Company and its Subsidiaries with employees, customers, suppliers, vendors, landlords or partners, (x) any actions taken or omitted by Parent, Company or any of their Subsidiaries that is expressly required to be taken or omitted by such parties pursuant to this Agreement in connection with the transactions contemplated by this Agreement, (xi) any opportunity to acquire (by merger, joint venture, partnership, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties or businesses from, or enter into any licensing, collaborating or similar arrangements with, any other Person, (xii) any acts of war, sabotage, or terrorism, or military actions, or the escalation thereof and (xiii) any natural disasters, epidemics or pandemics (including the existence and impact of the COVID-19 pandemic or any COVID-19 Measure), in each case, constitute, or be taken into account, in whole or in part, in determining when a material development or change in circumstance constitutes, a Company Intervening Event.
|
maud/PRA Health Sciences, Inc._ICON plc.txt
| 1 |
[
{
"answer": "“Company Intervening Event” means a material development or change in circumstance that occurs or arises after the date of this Agreement that was not known to or reasonably foreseeable by the Company Board as of the date of this Agreement (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by the Company Board as of the date of this Agreement); provided, however, that in no event shall (i) the receipt, existence or terms of an actual or possible Company Takeover Proposal or Company Superior Proposal, (ii) any Effect relating to the Parent or any of its Subsidiaries that does not amount to a Material Adverse Effect, individually or in the aggregate, (iii) any change in the credit rating of the Company or the market price or trading volume of shares of Company Common Stock (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Company Intervening Event, to the extent otherwise permitted by this definition), (iv) the fact that the Company or any of its Subsidiaries exceeds (or fails to meet) internal or published projections or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Company Intervening Event, to the extent otherwise permitted by this definition), (v) changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof, (vi) changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices), (vii) any conditions (or changes in such conditions) affecting the industries or sectors in which the Company, Parent or any of their respective Subsidiaries operate (including changes in general market prices and political or regulatory changes affecting the industry or any changes in applicable Law), (viii) any event or circumstance arising in connection with obtaining approvals and other authorizations of any Governmental Entity (including, for the avoidance of doubt, the expiration of the waiting periods applicable to the consummation of the Merger under the HSR Act and other Antitrust Laws), (ix) any event or circumstance arising in connection with the execution announcement of this Agreement or the pendency of the Merger (including by reason of the identity of Parent or the Company), including the impact thereof on the relationships, contractual or otherwise, of the Company and its Subsidiaries with employees, customers, suppliers, vendors, landlords or partners, (x) any actions taken or omitted by Parent, Company or any of their Subsidiaries that is expressly required to be taken or omitted by such parties pursuant to this Agreement in connection with the transactions contemplated by this Agreement, (xi) any opportunity to acquire (by merger, joint venture, partnership, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties or businesses from, or enter into any licensing, collaborating or similar arrangements with, any other Person, (xii) any acts of war, sabotage, or terrorism, or military actions, or the escalation thereof and (xiii) any natural disasters, epidemics or pandemics (including the existence and impact of the COVID-19 pandemic or any COVID-19 Measure), in each case, constitute, or be taken into account, in whole or in part, in determining when a material development or change in circumstance constitutes, a Company Intervening Event. \n\n\n",
"file_path": "maud/PRA Health Sciences, Inc._ICON plc.txt",
"span": [
18764,
22543
]
}
] |
maud_374
|
Consider the Acquisition Agreement between Parent "Roche Holdings, Inc." and Target "GenMark Diagnostics, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
7.1 Termination. This Agreement may be terminated and the Offer and the Merger may be abandoned by written notice of the terminating party to the other parties: (h) by the Company at any time prior to the Acceptance Time if the Company Board authorizes the Company to enter into a definitive Company Acquisition Agreement providing for a Superior Proposal and to, concurrently with such termination, enter into such Company Acquisition Agreement if the Company and the Company Board shall have complied in all material respects with the notice, negotiation and other requirements set forth in Section 5.4(e) and the Company, substantially concurrently with and as a condition to such termination, pays to Parent the Company Termination Fee.
|
maud/GenMark Diagnostics, Inc._Roche Holding Ltd.txt
| 3 |
[
{
"answer": "7.1 Termination. This Agreement may be terminated and the Offer and the Merger may be abandoned ",
"file_path": "maud/GenMark Diagnostics, Inc._Roche Holding Ltd.txt",
"span": [
179993,
180089
]
},
{
"answer": "by written notice of the terminating party to the other parties: ",
"file_path": "maud/GenMark Diagnostics, Inc._Roche Holding Ltd.txt",
"span": [
180132,
180197
]
},
{
"answer": "(h) by the Company at any time prior to the Acceptance Time if the Company Board authorizes the Company to enter into a definitive Company Acquisition Agreement providing for a Superior Proposal and to, concurrently with such termination, enter into such Company Acquisition Agreement if the Company and the Company Board shall have complied in all material respects with the notice, negotiation and other requirements set forth in Section 5.4(e) and the Company, substantially concurrently with and as a condition to such termination, pays to Parent the Company Termination Fee. ",
"file_path": "maud/GenMark Diagnostics, Inc._Roche Holding Ltd.txt",
"span": [
184563,
185143
]
}
] |
maud_70
|
Consider the Acquisition Agreement between Parent "IRC Superman Midco, LLC" and Target "American Renal Associates Holdings, Inc."; What is the Definition of "Material Adverse Effect"
|
(v) “Material Adverse Effect” means any fact, event, development, change, effect, circumstance or occurrence (each, an “Effect”) that, individually or in the aggregate with all other Effects, (A) has had or would reasonable be expected to have a material adverse effect on or with respect to the business, results of operation or financial condition of the Company and its Subsidiaries taken as a whole or (B) would reasonably be expected to prevent or materially delay the consummation of the Merger past the End Date; provided that, with respect to clause (A) only, no Effects relating to, arising out of or in connection with or resulting from any of the following shall be deemed, either alone or in combination, to constitute or contribute to a Material Adverse Effect (subject to the limitations set forth below): (i) general changes or developments in the economy, political conditions in the United States or elsewhere in the world (including protests or political unrest) or the financial, debt, capital, credit, commodities or securities markets in the United States or elsewhere in the world, (ii) general changes or developments in the industries in which the Company or its Subsidiaries operate, (iii) the negotiation, execution or delivery of this Agreement or the public announcement or pendency of the Merger or other transactions contemplated hereby, including any impact thereof on relationships, contractual or otherwise, with customers, suppliers, patients, payors, regulators, lenders, partners, employees, joint venture partners or similar relationships of the Company and its Subsidiaries, or the compliance with the terms of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein (except that this clause (iii) shall not apply to the representations and warranties made in Section 3.5 (and to the extend related to Section 3.5, the condition in Section 7.2(a)), (iv) any action taken or omitted to be taken by the Company at the written request of or with the written consent of Parent or Merger Sub or expressly required by this Agreement, (v) changes or prospective or anticipated changes, occurring after the date of this Agreement, in any applicable Laws (including any Health Care Laws) or applicable accounting regulations or principles or interpretation or enforcement thereof, (vi) any hurricane, tornado, earthquake, flood, tsunami, mudslide or other natural disaster, weather condition, explosion or fire or other force majeure event or act of God or other comparable events or outbreak or escalation of hostilities or war (whether or not declared), military actions or any, act of sabotage, terrorism, epidemics or pandemics (including COVID-19), disease outbreaks or national or international political or social conditions (including social unrest) or any escalation or worsening relating to the foregoing, including any escalation or worsening of any stoppages or shutdowns, or any response of any Governmental Entity (including requirements for business closures or “sheltering-in-place”), related to any of the foregoing, (vii) any matter (including actions taken by the SEC or the DOJ) relating to the restatement of the Company’s financial statements filed in the Company’s Annual Report on Form 10-K on September 5, 2019 or the underlying causes thereof and all related claims, investigations, proceedings, actions or actions taken by a Governmental Entity with respect thereto, (viii) any change in the market price or trading volume of the Shares or the credit rating of the Company or any of its Subsidiaries, (ix) any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the underlying facts, events or circumstances giving rise to or contributing to such change or failure may be deemed to constitute, and may be taken into account in determining, whether there has been a Material Adverse Effect), (x) any determination or decision by, or delay of a determination or decision by, or any recommendation, statement or other pronouncement made or proposed by, any Governmental Entity or any panel or advisory body empowered or appointed thereby with respect to the uses, reimbursement scheme, pricing, or status for any services offered by the Company or any of its Subsidiaries, or any such determinations, decisions, recommendations, statements or pronouncements with respect thereto or (xi) any matter disclosed in the Company Disclosure Schedule; except in the cases of clauses (i), (ii), (v), (vi) or (x), to the extent that the Company and its Subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants operating in the industry in which the Company and its Subsidiaries conduct business (in which case solely the incremental disproportionate impact or impacts may be taken into account in determining whether there has been a Material Adverse Effect).
|
maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt
| 1 |
[
{
"answer": "(v) “Material Adverse Effect” means any fact, event, development, change, effect, circumstance or occurrence (each, an “Effect”) that, individually or in the aggregate with all other Effects, (A) has had or would reasonable be expected to have a material adverse effect on or with respect to the business, results of operation or financial condition of the Company and its Subsidiaries taken as a whole or (B) would reasonably be expected to prevent or materially delay the consummation of the Merger past the End Date; provided that, with respect to clause (A) only, no Effects relating to, arising out of or in connection with or resulting from any of the following shall be deemed, either alone or in combination, to constitute or contribute to a Material Adverse Effect (subject to the limitations set forth below): (i) general changes or developments in the economy, political conditions in the United States or elsewhere in the world (including protests or political unrest) or the financial, debt, capital, credit, commodities or securities markets in the United States or elsewhere in the world, (ii) general changes or developments in the industries in which the Company or its Subsidiaries operate, (iii) the negotiation, execution or delivery of this Agreement or the public announcement or pendency of the Merger or other transactions contemplated hereby, including any impact thereof on relationships, contractual or otherwise, with customers, suppliers, patients, payors, regulators, lenders, partners, employees, joint venture partners or similar relationships of the Company and its Subsidiaries, or the compliance with the terms of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein (except that this clause (iii) shall not apply to the representations and warranties made in Section 3.5 (and to the extend related to Section 3.5, the condition in Section 7.2(a)), (iv) any action taken or omitted to be taken by the Company at the written request of or with the written consent of Parent or Merger Sub or expressly required by this Agreement, (v) changes or prospective or anticipated changes, occurring after the date of this Agreement, in any applicable Laws (including any Health Care Laws) or applicable accounting regulations or principles or interpretation or enforcement thereof, (vi) any hurricane, tornado, earthquake, flood, tsunami, mudslide or other natural disaster, weather condition, explosion or fire or other force majeure event or act of God or other comparable events or outbreak or escalation of hostilities or war (whether or not declared), military actions or any, act of sabotage, terrorism, epidemics or pandemics (including COVID-19), disease outbreaks or national or international political or social conditions (including social unrest) or any escalation or worsening relating to the foregoing, including any escalation or worsening of any stoppages or shutdowns, or any response of any Governmental Entity (including requirements for business closures or “sheltering-in-place”), related to any of the foregoing, (vii) any matter (including actions taken by the SEC or the DOJ) relating to the restatement of the Company’s financial statements filed in the Company’s Annual Report on Form 10-K on September 5, 2019 or the underlying causes thereof and all related claims, investigations, proceedings, actions or actions taken by a Governmental Entity with respect thereto, (viii) any change in the market price or trading volume of the Shares or the credit rating of the Company or any of its Subsidiaries, (ix) any failure by the Company to meet any published analyst estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the underlying facts, events or circumstances giving rise to or contributing to such change or failure may be deemed to constitute, and may be taken into account in determining, whether there has been a Material Adverse Effect), (x) any determination or decision by, or delay of a determination or decision by, or any recommendation, statement or other pronouncement made or proposed by, any Governmental Entity or any panel or advisory body empowered or appointed thereby with respect to the uses, reimbursement scheme, pricing, or status for any services offered by the Company or any of its Subsidiaries, or any such determinations, decisions, recommendations, statements or pronouncements with respect thereto or (xi) any matter disclosed in the Company Disclosure Schedule; except in the cases of clauses (i), (ii), (v), (vi) or (x), to the extent that the Company and its Subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants operating in the industry in which the Company and its Subsidiaries conduct business (in which case solely the incremental disproportionate impact or impacts may be taken into account in determining whether there has been a Material Adverse Effect). \n\n\n",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
303924,
309233
]
}
] |
maud_1306
|
Consider the Merger Agreement between "Perspecta Inc." and "Jaguar Parentco Inc."; Is there a Tail provision for acquisition proposals
|
Section 8.4 Fees and Expense Reimbursement. (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.
|
maud/Perspecta Inc._Veritas Capital.txt
| 2 |
[
{
"answer": "Section 8.4 Fees and Expense Reimbursement. \n\n\n",
"file_path": "maud/Perspecta Inc._Veritas Capital.txt",
"span": [
292243,
292300
]
},
{
"answer": "(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. ",
"file_path": "maud/Perspecta Inc._Veritas Capital.txt",
"span": [
292913,
293299
]
}
] |
maud_68
|
Consider the Acquisition Agreement between Parent "IRC Superman Midco, LLC" and Target "American Renal Associates Holdings, Inc."; Information about the Closing Condition: Compliance with Covenants
|
Section 7.2. Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or waiver by Parent) at or prior to the Effective Time of the following conditions: (b) Performance of Obligations of the Company. The Company shall have performed and complied with in all material respects all covenants and obligations required to be performed or complied with under this Agreement at or prior to the Effective Time;
|
maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt
| 2 |
[
{
"answer": "Section 7.2. Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or waiver by Parent) at or prior to the Effective Time of the following conditions: \n\n\n",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
262445,
262705
]
},
{
"answer": "(b) Performance of Obligations of the Company. The Company shall have performed and complied with in all material respects all covenants and obligations required to be performed or complied with under this Agreement at or prior to the Effective Time; \n\n\n",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
264465,
264719
]
}
] |
maud_799
|
Consider the Acquisition Agreement between Parent "Macquarie Management Holdings, Inc." and Target "Waddell & Reed Financial, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
Section 8.1 Termination. This Agreement may be terminated, and the Merger contemplated hereby may be abandoned, by action taken or authorized by the board of directors of the terminating party or parties: (d) by the Company: (i) at any time prior to obtaining the Company Stockholder Approval if the Company Board determines to accept a Superior Proposal, but only if the Company shall have complied in all material respects with its obligations under Section 6.3 and is otherwise permitted to accept such Superior Proposal pursuant to Section 6.3(d); provided, however, that such termination shall not be effective unless the Company shall concurrently with such termination enter into the Alternative Acquisition Agreement and pay the Company Termination Fee to Parent;
|
maud/Waddell _ Reed Financial, Inc._Macquarie Group Limited.txt
| 2 |
[
{
"answer": "Section 8.1 Termination. This Agreement may be terminated, and the Merger contemplated hereby may be abandoned, by action taken or authorized by the board of directors of the terminating party or parties: ",
"file_path": "maud/Waddell _ Reed Financial, Inc._Macquarie Group Limited.txt",
"span": [
371026,
371244
]
},
{
"answer": "(d) by the Company: (i) at any time prior to obtaining the Company Stockholder Approval if the Company Board determines to accept a Superior Proposal, but only if the Company shall have complied in all material respects with its obligations under Section 6.3 and is otherwise permitted to accept such Superior Proposal pursuant to Section 6.3(d); provided, however, that such termination shall not be effective unless the Company shall concurrently with such termination enter into the Alternative Acquisition Agreement and pay the Company Termination Fee to Parent; ",
"file_path": "maud/Waddell _ Reed Financial, Inc._Macquarie Group Limited.txt",
"span": [
375966,
376559
]
}
] |
maud_125
|
Consider the Acquisition Agreement between Parent "Columbia Banking System, Inc." and Target "Bank of Commerce Holdings"; Information about the Fiduciary Termination Right Triggers for termination
|
8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or Parent (except as otherwise set forth below): (d) Company Superior Proposal—by the Company, prior to such time as the Company Shareholder Approval is obtained, in order to enter into a definitive agreement providing for a Company Superior Proposal; provided that (i) the Company is not in material breach of any of the terms of this Agreement, and (ii) the Company Termination Fee is paid to Parent in advance of or concurrently with such termination in accordance with Section 8.3(b);
|
maud/Bank of Commerce Holdings_Columbia Banking System, Inc..txt
| 2 |
[
{
"answer": "8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the matters presented in connection with the Merger by the shareholders of the Company or Parent (except as otherwise set forth below): ",
"file_path": "maud/Bank of Commerce Holdings_Columbia Banking System, Inc..txt",
"span": [
231216,
231479
]
},
{
"answer": "(d) Company Superior Proposal—by the Company, prior to such time as the Company Shareholder Approval is obtained, in order to enter into a definitive agreement providing for a Company Superior Proposal; provided that (i) the Company is not in material breach of any of the terms of this Agreement, and (ii) the Company Termination Fee is paid to Parent in advance of or concurrently with such termination in accordance with Section 8.3(b); ",
"file_path": "maud/Bank of Commerce Holdings_Columbia Banking System, Inc..txt",
"span": [
235974,
236416
]
}
] |
maud_1068
|
Consider the Merger Agreement between "Ready Capital Corporation" and "Anworth Mortgage Asset Corporation"; What is the Type of Consideration
|
(i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”).
|
maud/Anworth Mortgage Asset Corporation_Ready Capital Corporation.txt
| 1 |
[
{
"answer": "(i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). ",
"file_path": "maud/Anworth Mortgage Asset Corporation_Ready Capital Corporation.txt",
"span": [
21751,
22388
]
}
] |
maud_229
|
Consider the Merger Agreement between "First Choice Bancorp" and "Enterprise Financial Services Corp"; Information about the Closing Condition: Compliance with Covenants
|
Section 6.03 Conditions to Obligations of Enterprise. The obligations of Enterprise to consummate the Merger are subject to the fulfillment, or written waiver by Enterprise, prior to the Closing Date of each of the following conditions: (b) Performance of Obligations of First Choice. First Choice and First Choice Bank shall have performed and complied with all of their respective obligations under this Agreement in all material respects at or prior to the Closing Date, and Enterprise shall have received a certificate, dated the Closing Date, signed on behalf of First Choice by First Choice’s Chief Executive Officer and Chief Financial Officer and on behalf of First Choice Bank by its Chief Executive Officer and Chief Financial Officer, to such effect.
|
maud/First Choice Bancorp_Enterprise Financial Services Corp.txt
| 2 |
[
{
"answer": "Section 6.03 Conditions to Obligations of Enterprise. The obligations of Enterprise to consummate the Merger are subject to the fulfillment, or written waiver by Enterprise, prior to the Closing Date of each of the following conditions: ",
"file_path": "maud/First Choice Bancorp_Enterprise Financial Services Corp.txt",
"span": [
295763,
296003
]
},
{
"answer": "(b) Performance of Obligations of First Choice. First Choice and First Choice Bank shall have performed and complied with all of their respective obligations under this Agreement in all material respects at or prior to the Closing Date, and Enterprise shall have received a certificate, dated the Closing Date, signed on behalf of First Choice by First Choice’s Chief Executive Officer and Chief Financial Officer and on behalf of First Choice Bank by its Chief Executive Officer and Chief Financial Officer, to such effect. ",
"file_path": "maud/First Choice Bancorp_Enterprise Financial Services Corp.txt",
"span": [
296906,
297434
]
}
] |
maud_1096
|
Consider the Acquisition Agreement between Parent "Kimco Realty Corporation" and Target "Weingarten Realty Investors"; Is there a Tail provision for acquisition proposals
|
Section 7.2 Effect of Termination. (b) Company Termination Fee. (ii) In the event that this Agreement is terminated (B) within 12 months of the date of any termination referred to in clause (A) the Company enters into an Acquisition Agreement with respect to, or consummates, any Acquisition Proposal (provided that for purposes of this Section 7.2(b)(ii), the references to “15%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”), then the Company shall, within two Business Days of the earlier of the date such Acquisition Proposal is consummated or any such Acquisition Agreement is entered into, pay to Parent by wire transfer of immediately available funds to an account designated by Parent the Company Termination Fee.
|
maud/Weingarten Realty Investors_Kimco Realty Corporation.txt
| 4 |
[
{
"answer": "Section 7.2 Effect of Termination. \n\n\n",
"file_path": "maud/Weingarten Realty Investors_Kimco Realty Corporation.txt",
"span": [
297962,
298009
]
},
{
"answer": "(b) Company Termination Fee. \n\n\n",
"file_path": "maud/Weingarten Realty Investors_Kimco Realty Corporation.txt",
"span": [
298982,
299023
]
},
{
"answer": "(ii) In the event that this Agreement is terminated ",
"file_path": "maud/Weingarten Realty Investors_Kimco Realty Corporation.txt",
"span": [
299420,
299481
]
},
{
"answer": "(B) within 12 months of the date of any termination referred to in clause (A) the Company enters into an Acquisition Agreement with respect to, or consummates, any Acquisition Proposal (provided that for purposes of this Section 7.2(b)(ii), the references to “15%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”), then the Company shall, within two Business Days of the earlier of the date such Acquisition Proposal is consummated or any such Acquisition Agreement is entered into, pay to Parent by wire transfer of immediately available funds to an account designated by Parent the Company Termination Fee. \n\n\n",
"file_path": "maud/Weingarten Realty Investors_Kimco Realty Corporation.txt",
"span": [
299822,
300471
]
}
] |
maud_1220
|
Consider the Merger Agreement between "Sunshine Software Holdings, Inc." and "Cornerstone OnDemand, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
7.1. Termination. This Agreement may be terminated, and the Merger and the other Transactions 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): (h) by the Company, at any time prior to the receipt of the Company Required Vote, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”) if (i) the Company has complied with the requirements of Section 4.3 and Section 5.1(b)(i) with respect to such Superior Offer (other than any non-compliance that was both immaterial and unintentional); (ii) the Company Board (or any committee thereof), as permitted by Section 5.1(b), has authorized the Company to enter into a Specified Agreement to consummate the Superior Offer, (iii) prior to or substantially concurrently with the termination of this Agreement the Company pays the Company Termination Fee due to Parent in accordance with Section 7.3(b) and (iv) substantially concurrently with such termination, the Company enters into a Specified Agreement to consummate such Superior Offer; or
|
maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt
| 2 |
[
{
"answer": "7.1. Termination. This Agreement may be terminated, and the Merger and the other Transactions 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): ",
"file_path": "maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt",
"span": [
225224,
225472
]
},
{
"answer": "(h) by the Company, at any time prior to the receipt of the Company Required Vote, in order to accept a Superior Offer and enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Offer (a “Specified Agreement”) if (i) the Company has complied with the requirements of Section 4.3 and Section 5.1(b)(i) with respect to such Superior Offer (other than any non-compliance that was both immaterial and unintentional); (ii) the Company Board (or any committee thereof), as permitted by Section 5.1(b), has authorized the Company to enter into a Specified Agreement to consummate the Superior Offer, (iii) prior to or substantially concurrently with the termination of this Agreement the Company pays the Company Termination Fee due to Parent in accordance with Section 7.3(b) and (iv) substantially concurrently with such termination, the Company enters into a Specified Agreement to consummate such Superior Offer; or ",
"file_path": "maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt",
"span": [
231910,
232904
]
}
] |
maud_755
|
Consider the Acquisition Agreement between Parent "The Allstate Corporation" and Target "National General Holdings Corp."; Information about the Closing Condition: Compliance with Covenants
|
Section 6.2 Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent to the extent permitted by applicable Law: (b) Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect.
|
maud/National General Holdings Corp._The Allstate Corporation.txt
| 2 |
[
{
"answer": "Section 6.2 Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent to the extent permitted by applicable Law: ",
"file_path": "maud/National General Holdings Corp._The Allstate Corporation.txt",
"span": [
228994,
229366
]
},
{
"answer": "(b) Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with its agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect. ",
"file_path": "maud/National General Holdings Corp._The Allstate Corporation.txt",
"span": [
231713,
232126
]
}
] |
maud_169
|
Consider the Merger Agreement between "Amryt Pharma plc" and "Chiasma, Inc."; What are the Ordinary course of business covenants
|
Section 6.01 Conduct of the Company.
(a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (i) as prohibited or required by Applicable Law, (ii) as a result of COVID-19 Measures, (iii) as set forth in Section 6.01 of the Company Disclosure Schedule, or (iv) as otherwise required or expressly contemplated by this Agreement, unless Parent shall have given its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice and to preserve intact its business organization, keep available the services of its employees who are integral to the operation of the business as presently conducted and maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other Third Parties with whom it has material business relations; provided, that no action by the Company or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 6.01(b)(i) through Section 6.01(b)(xxii) shall be a breach of this sentence.
|
maud/Chiasma, Inc._Amryt Pharma plc.txt
| 1 |
[
{
"answer": "Section 6.01 Conduct of the Company. \n\n\n(a) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (i) as prohibited or required by Applicable Law, (ii) as a result of COVID-19 Measures, (iii) as set forth in Section 6.01 of the Company Disclosure Schedule, or (iv) as otherwise required or expressly contemplated by this Agreement, unless Parent shall have given its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business consistent with past practice and to preserve intact its business organization, keep available the services of its employees who are integral to the operation of the business as presently conducted and maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other Third Parties with whom it has material business relations; provided, that no action by the Company or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 6.01(b)(i) through Section 6.01(b)(xxii) shall be a breach of this sentence. ",
"file_path": "maud/Chiasma, Inc._Amryt Pharma plc.txt",
"span": [
249460,
250786
]
}
] |
maud_1554
|
Consider the Acquisition Agreement between Parent "Amphenol Corporation" and Target "MTS Systems Corporation"; Is there a Tail provision for acquisition proposals
|
Section 7.02 Effect of Termination. (b) Company Payments. (i) If this Agreement is validly terminated (2) at any time within twelve (12) 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,
|
maud/MTS Systems Corporation_Amphenol Corporation.txt
| 3 |
[
{
"answer": "Section 7.02 Effect of Termination. ",
"file_path": "maud/MTS Systems Corporation_Amphenol Corporation.txt",
"span": [
208874,
208912
]
},
{
"answer": "(b) Company Payments. (i) If this Agreement is validly terminated ",
"file_path": "maud/MTS Systems Corporation_Amphenol Corporation.txt",
"span": [
210370,
210438
]
},
{
"answer": "(2) at any time within twelve (12) 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, ",
"file_path": "maud/MTS Systems Corporation_Amphenol Corporation.txt",
"span": [
211061,
211276
]
}
] |
maud_1437
|
Consider the Merger Agreement between "Sanofi" and "Kadmon Holdings, Inc."; What is the Definition of "Interveining Event"
|
“Company Intervening Event” means any event, development or change in circumstances that materially affects the business, assets or operations of the Company (other than any event, occurrence, fact or change primarily resulting from a breach of this Agreement by the Company) and that was neither known to the Company Board nor reasonably foreseeable as of or prior to the date of this Agreement, which event, occurrence, fact or change becomes known to the Company Board prior to the Company Stockholder Approval, other than (a) changes in the Company Common Stock price, in and of itself (however, the underlying reasons for such changes may constitute a Change Intervening Event), (b) any Acquisition Proposal or (c) the fact that, in and of itself, the Company exceeds any internal or published projections, estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself (however, the underlying reasons for such events may constitute a Company Intervening Event).
|
maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt
| 1 |
[
{
"answer": "“Company Intervening Event” means any event, development or change in circumstances that materially affects the business, assets or operations of the Company (other than any event, occurrence, fact or change primarily resulting from a breach of this Agreement by the Company) and that was neither known to the Company Board nor reasonably foreseeable as of or prior to the date of this Agreement, which event, occurrence, fact or change becomes known to the Company Board prior to the Company Stockholder Approval, other than (a) changes in the Company Common Stock price, in and of itself (however, the underlying reasons for such changes may constitute a Change Intervening Event), (b) any Acquisition Proposal or (c) the fact that, in and of itself, the Company exceeds any internal or published projections, estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself (however, the underlying reasons for such events may constitute a Company Intervening Event). \n\n\n",
"file_path": "maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt",
"span": [
252399,
253458
]
}
] |
maud_1266
|
Consider the Acquisition Agreement between Parent "RMR Mortgage Trust" and Target "Tremont Mortgage Trust"; Information about the Closing Condition: Compliance with Covenants
|
Section 8.2 Conditions to Obligations of RMRM. The obligations of RMRM to effect the Merger and to consummate the other Transactions are subject to the satisfaction or (to the extent permitted by applicable Law) waiver (in writing) by RMRM, on or prior to the Closing Date, of each of the following additional conditions: (b) Performance of Obligations of TRMT. TRMT shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Merger Effective Time.
|
maud/Tremont_Mortgage_Trust_RMR_Mortgage_Trust.txt
| 2 |
[
{
"answer": "Section 8.2 Conditions to Obligations of RMRM. The obligations of RMRM to effect the Merger and to consummate the other Transactions are subject to the satisfaction or (to the extent permitted by applicable Law) waiver (in writing) by RMRM, on or prior to the Closing Date, of each of the following additional conditions: ",
"file_path": "maud/Tremont_Mortgage_Trust_RMR_Mortgage_Trust.txt",
"span": [
259612,
259934
]
},
{
"answer": "(b) Performance of Obligations of TRMT. TRMT shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Merger Effective Time. ",
"file_path": "maud/Tremont_Mortgage_Trust_RMR_Mortgage_Trust.txt",
"span": [
261466,
261724
]
}
] |
maud_1179
|
Consider the Acquisition Agreement between Parent "Project Metal Parent, LLC" and Target "Medallia, Inc."; Where is the No-Shop Clause
|
“Representatives” means the Affiliates, directors, officers, employees, consultants, agents, financing sources, representatives and advisors of a Party. 5.3 Solicitation of Acquisition Proposals. (b) No Solicitation or Negotiation after the No-Shop Period Start Date. Subject to Section 5.3(b) and Section 5.3(c) during the period commencing with the No-Shop Period Start Date and continuing during the remainder of Pre-Closing Period, the Company and its Subsidiaries, and their respective directors and executive officers, will not, and the Company will not authorize or direct any of its or its Subsidiaries’ employees, consultants or other Representatives to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. Following the No-Shop Period Start Dates, the Company will not be required to enforce, and will be permitted to waive, any provision of any “standstill” or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof) if the Company has determined in good faith, after consultation with outside counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. (h) Breach by Representatives. The Company agrees that if it (i) permits any of its Representatives (other than an employee or consultant of the Company who is not an executive officer of the Company) to take any action or (ii) is made aware of an action by one of its Representatives (other than an employee or consultant of the Company who is not an executive officer of the Company) and does not use its reasonable best efforts to prohibit or terminate such action and, in each case, such action would constitute a material breach of this Section 5.3 if taken by the Company during the Pre-Closing Period, then such action will be deemed to constitute a breach by the Company of this Section 5.3.
|
maud/Medallia_Inc_Thoma_Bravo_L_P.txt
| 5 |
[
{
"answer": "“Representatives” means the Affiliates, directors, officers, employees, consultants, agents, financing sources, representatives and advisors of a Party. ",
"file_path": "maud/Medallia_Inc_Thoma_Bravo_L_P.txt",
"span": [
52308,
52463
]
},
{
"answer": "5.3 Solicitation of Acquisition Proposals. ",
"file_path": "maud/Medallia_Inc_Thoma_Bravo_L_P.txt",
"span": [
213604,
213650
]
},
{
"answer": "(b) No Solicitation or Negotiation after the No-Shop Period Start Date. ",
"file_path": "maud/Medallia_Inc_Thoma_Bravo_L_P.txt",
"span": [
216440,
216515
]
},
{
"answer": "Subject to Section 5.3(b) and Section 5.3(c) during the period commencing with the No-Shop Period Start Date and continuing during the remainder of Pre-Closing Period, the Company and its Subsidiaries, and their respective directors and executive officers, will not, and the Company will not authorize or direct any of its or its Subsidiaries’ employees, consultants or other Representatives to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Merger Sub or any of their respective designees) any non-public information relating to the Company or any of its Subsidiaries or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Parent, Merger Sub or any of their respective designees), in any such case in connection with any Acquisition Proposal or with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate, or engage in discussions or negotiations, with any Person with respect to an Acquisition Proposal or with respect to any inquiries from third Persons relating to the making of an Acquisition Proposal (other than only informing such Persons of the provisions contained in this Section 5.3); (iv) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an Acquisition Proposal; (v) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, an “Alternative Acquisition Agreement”); or (vi) authorize or commit to do any of the foregoing. Following the No-Shop Period Start Dates, the Company will not be required to enforce, and will be permitted to waive, any provision of any “standstill” or confidentiality agreement to the extent that such provision prohibits or purports to prohibit a confidential proposal being made to the Company Board (or any committee thereof) if the Company has determined in good faith, after consultation with outside counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. \n\n\n",
"file_path": "maud/Medallia_Inc_Thoma_Bravo_L_P.txt",
"span": [
218230,
221033
]
},
{
"answer": "(h) Breach by Representatives. The Company agrees that if it (i) permits any of its Representatives (other than an employee or consultant of the Company who is not an executive officer of the Company) to take any action or (ii) is made aware of an action by one of its Representatives (other than an employee or consultant of the Company who is not an executive officer of the Company) and does not use its reasonable best efforts to prohibit or terminate such action and, in each case, such action would constitute a material breach of this Section 5.3 if taken by the Company during the Pre-Closing Period, then such action will be deemed to constitute a breach by the Company of this Section 5.3. \n\n\n",
"file_path": "maud/Medallia_Inc_Thoma_Bravo_L_P.txt",
"span": [
239415,
240121
]
}
] |
maud_1454
|
Consider the Merger Agreement between "Devon Energy Corporation" and "WPX Energy, Inc."; Where is the Specific Performance clause
|
Section 8.11 Specific Performance. The parties agree that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. The parties agree that, in the event of any breach by the other party of any covenant or obligation contained in this Agreement, the other party shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to obtain (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (b) an injunction restraining such breach.
|
maud/WPX Energy, Inc._Devon Energy Corporation.txt
| 1 |
[
{
"answer": "Section 8.11 Specific Performance. The parties agree that irreparable damage would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. The parties agree that, in the event of any breach by the other party of any covenant or obligation contained in this Agreement, the other party shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to obtain (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (b) an injunction restraining such breach. ",
"file_path": "maud/WPX Energy, Inc._Devon Energy Corporation.txt",
"span": [
368094,
368746
]
}
] |
maud_1550
|
Consider the Acquisition Agreement between Parent "Amphenol Corporation" and Target "MTS Systems Corporation"; What is the Definition of "Knowledge"
|
“knowledge” means, (a) with respect to the Company, the actual (but not constructive or imputed) knowledge of the individuals listed in Section 1.01 of the Company Disclosure Letter, after making reasonable inquiry, as of the date hereof
|
maud/MTS Systems Corporation_Amphenol Corporation.txt
| 1 |
[
{
"answer": "“knowledge” means, (a) with respect to the Company, the actual (but not constructive or imputed) knowledge of the individuals listed in Section 1.01 of the Company Disclosure Letter, after making reasonable inquiry, as of the date hereof ",
"file_path": "maud/MTS Systems Corporation_Amphenol Corporation.txt",
"span": [
256395,
256633
]
}
] |
maud_1469
|
Consider the Acquisition Agreement between Parent "Banc of California, Inc." and Target "Pacific Mercantile Bancorp"; What is the Definition of "Superior Proposal"
|
“Superior Proposal” means an unsolicited bona fide Acquisition Proposal (provided that for purposes of the definition of “Superior Proposal” the references to “15%” in the definition of “Acquisition Proposal” shall instead refer to “50%”) that the Company’s board of directors has determined in its good faith judgment is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable to the holders of Company Common Stock from a financial point of view than the transaction contemplated by this Agreement (after taking into account any revisions to the terms of the transaction contemplated by Section 5.05(c) of this Agreement and the time likely to be required to consummate such Acquisition Proposal).
|
maud/Pacific Mercantile Bancorp_Banc of California, Inc..txt
| 1 |
[
{
"answer": "“Superior Proposal” means an unsolicited bona fide Acquisition Proposal (provided that for purposes of the definition of “Superior Proposal” the references to “15%” in the definition of “Acquisition Proposal” shall instead refer to “50%”) that the Company’s board of directors has determined in its good faith judgment is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal, and if consummated, would result in a transaction more favorable to the holders of Company Common Stock from a financial point of view than the transaction contemplated by this Agreement (after taking into account any revisions to the terms of the transaction contemplated by Section 5.05(c) of this Agreement and the time likely to be required to consummate such Acquisition Proposal). ",
"file_path": "maud/Pacific Mercantile Bancorp_Banc of California, Inc..txt",
"span": [
28779,
29670
]
}
] |
maud_72
|
Consider the Acquisition Agreement between Parent "IRC Superman Midco, LLC" and Target "American Renal Associates Holdings, Inc."; Where is the No-Shop Clause
|
Section 6.1. Acquisition Proposals. their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) (b) Except as it may relate to any Excluded Party or as permitted by this Section 6.1, including the last sentence of this Section 6.1(b), from 11:59 p.m. (New York City time) on the No-Shop Period Start Date until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 8.1, the Company shall not, shall cause its Subsidiaries not to and shall direct the Representatives of the Company and its Subsidiaries not to, (i) initiate, solicit, knowingly facilitate or knowingly encourage any inquiries or discussions with respect to, or the making of, any proposal or offer that constitutes or would be reasonably likely to result in an Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations concerning, or provide access to its business, properties, assets, books and records or any non-public information or data to, any Person relating to an Acquisition Proposal, (iii) approve, endorse, declare advisable or recommend, or propose publicly to approve, endorse, declare advisable or recommend, any Acquisition Proposal, (iv) execute or enter into, any merger agreement, acquisition agreement or similar agreement or binding letter of intent, term sheet, or similar binding agreement or understanding (other than an Acceptable Confidentiality Agreement) with respect to an Acquisition Proposal or (v) authorize, commit to, agree or publicly propose to do any of the foregoing; provided that it is understood and agreed that any determination or action by the Board of Directors (or a duly authorized committee thereof) permitted under Section 6.1(c) or Section 6.1(e) shall not be deemed to be a breach or violation of this Section 6.1(b) or, in the case of Section 6.1(c), give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii). Except as it may relate to any Excluded Party, the Company also agrees that immediately following 11:59 p.m. (New York City time) on the No-Shop Period Start Date it shall cease, and shall cause its Subsidiaries to cease, and shall direct the Representatives of the Company and its Subsidiaries to cease, any solicitations, discussions or negotiations with any Person (other than the Parties and their respective Representatives and the parties to the Subsequent Transaction and their respective Representatives) in connection with any Acquisition Proposal. Except as it may relate to an Excluded Party, the Company also agrees that following the No-Shop Period Start Date it will promptly (and in any event within three (3) Business Days thereof) request each Person (other than the Parties and their respective Representatives) that has executed a confidentiality agreement in connection with its consideration of a potential transaction involving the acquisition of the Company to return or destroy all confidential information furnished to such Person by or on behalf of the Company or any of its Subsidiaries. Except as it may relate to an Excluded Party, the Company shall promptly (and in any event within forty-eight (48) hours thereof) notify in writing Parent of the receipt of any Acquisition Proposal after the No-Shop Period Start Date, which notice shall include a copy of any such Acquisition Proposal made in writing and any other written terms and proposals provided (including financing commitments) to the Company or its Representatives and a written summary of material terms and conditions of any such Acquisition Proposal not made in writing. Thereafter, the Company shall keep Parent reasonably informed of the status and material terms of any such Acquisition Proposal including any material changes in respect of any such Acquisition Proposal and the material terms thereof. Notwithstanding anything to the contrary herein, the Company may grant a waiver, amendment or release under any confidentiality or standstill agreement to allow for a confidential Acquisition Proposal to be made to the Company or the Board of Directors (or a duly authorized committee thereof) so long as the Company promptly (and in any event within forty-eight (48) hours thereof) notifies Parent thereof after granting any such waiver, amendment or release and, if requested by Parent, grants Parent an equivalent waiver, amendment or release under the Confidentiality Agreement, if applicable. For the avoidance of doubt, notwithstanding the commencement of the No-Shop Period Start Date, until the receipt of the Company Requisite Vote, the Company, its Subsidiaries and their Representatives may continue to engage in the activities described in Section 6.1(a) with respect to any Excluded Party so long as such Excluded Party remains an Excluded Party, including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party following the No-Shop Period Start Date, and the restrictions in this Section 6.1(b) shall not apply with respect thereto.
|
maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt
| 3 |
[
{
"answer": "Section 6.1. Acquisition Proposals. \n\n\n",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
159730,
159769
]
},
{
"answer": "their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) ",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
160047,
160211
]
},
{
"answer": "(b) Except as it may relate to any Excluded Party or as permitted by this Section 6.1, including the last sentence of this Section 6.1(b), from 11:59 p.m. (New York City time) on the No-Shop Period Start Date until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 8.1, the Company shall not, shall cause its Subsidiaries not to and shall direct the Representatives of the Company and its Subsidiaries not to, (i) initiate, solicit, knowingly facilitate or knowingly encourage any inquiries or discussions with respect to, or the making of, any proposal or offer that constitutes or would be reasonably likely to result in an Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations concerning, or provide access to its business, properties, assets, books and records or any non-public information or data to, any Person relating to an Acquisition Proposal, (iii) approve, endorse, declare advisable or recommend, or propose publicly to approve, endorse, declare advisable or recommend, any Acquisition Proposal, (iv) execute or enter into, any merger agreement, acquisition agreement or similar agreement or binding letter of intent, term sheet, or similar binding agreement or understanding (other than an Acceptable Confidentiality Agreement) with respect to an Acquisition Proposal or (v) authorize, commit to, agree or publicly propose to do any of the foregoing; provided that it is understood and agreed that any determination or action by the Board of Directors (or a duly authorized committee thereof) permitted under Section 6.1(c) or Section 6.1(e) shall not be deemed to be a breach or violation of this Section 6.1(b) or, in the case of Section 6.1(c), give Parent a right to terminate this Agreement pursuant to Section 8.1(e)(ii). Except as it may relate to any Excluded Party, the Company also agrees that immediately following 11:59 p.m. (New York City time) on the No-Shop Period Start Date it shall cease, and shall cause its Subsidiaries to cease, and shall direct the Representatives of the Company and its Subsidiaries to cease, any solicitations, discussions or negotiations with any Person (other than the Parties and their respective Representatives and the parties to the Subsequent Transaction and their respective Representatives) in connection with any Acquisition Proposal. Except as it may relate to an Excluded Party, the Company also agrees that following the No-Shop Period Start Date it will promptly (and in any event within three (3) Business Days thereof) request each Person (other than the Parties and their respective Representatives) that has executed a confidentiality agreement in connection with its consideration of a potential transaction involving the acquisition of the Company to return or destroy all confidential information furnished to such Person by or on behalf of the Company or any of its Subsidiaries. Except as it may relate to an Excluded Party, the Company shall promptly (and in any event within forty-eight (48) hours thereof) notify in writing Parent of the receipt of any Acquisition Proposal after the No-Shop Period Start Date, which notice shall include a copy of any such Acquisition Proposal made in writing and any other written terms and proposals provided (including financing commitments) to the Company or its Representatives and a written summary of material terms and conditions of any such Acquisition Proposal not made in writing. Thereafter, the Company shall keep Parent reasonably informed of the status and material terms of any such Acquisition Proposal including any material changes in respect of any such Acquisition Proposal and the material terms thereof. Notwithstanding anything to the contrary herein, the Company may grant a waiver, amendment or release under any confidentiality or standstill agreement to allow for a confidential Acquisition Proposal to be made to the Company or the Board of Directors (or a duly authorized committee thereof) so long as the Company promptly (and in any event within forty-eight (48) hours thereof) notifies Parent thereof after granting any such waiver, amendment or release and, if requested by Parent, grants Parent an equivalent waiver, amendment or release under the Confidentiality Agreement, if applicable. For the avoidance of doubt, notwithstanding the commencement of the No-Shop Period Start Date, until the receipt of the Company Requisite Vote, the Company, its Subsidiaries and their Representatives may continue to engage in the activities described in Section 6.1(a) with respect to any Excluded Party so long as such Excluded Party remains an Excluded Party, including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party following the No-Shop Period Start Date, and the restrictions in this Section 6.1(b) shall not apply with respect thereto. \n\n\n",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
163370,
168313
]
}
] |
maud_818
|
Consider the Acquisition Agreement between Parent "Project Quick Parent, LLC" and Target "QAD Inc."; What is the Definition of "Interveining Event"
|
“Company Intervening Event” means an event, change, effect, development or occurrence that was not known to the Special Committee or the Company Board as of the date of this Agreement (or if known, the consequences of which were not known by both the Special Committee and the Company Board as of the date of this Agreement), which event, change, effect, development or occurrence, or any consequence thereof, becomes known by both the Special Committee and the Company Board prior to the time of the Company Stockholder Approval; provided, that (a) the receipt, existence or terms of a Company Acquisition Proposal or Company Superior Proposal, or (b) any changes after the date hereof in the market price or trading volume of the Company Common Stock or the credit rating of the Company (it being understood that the underlying cause of any of the foregoing in this clause (b) may be considered and taken into account), in each case, shall not be deemed to be a Company Intervening Event hereunder.
|
maud/QAD Inc._Thoma Bravo, L.P..txt
| 1 |
[
{
"answer": "“Company Intervening Event” means an event, change, effect, development or occurrence that was not known to the Special Committee or the Company Board as of the date of this Agreement (or if known, the consequences of which were not known by both the Special Committee and the Company Board as of the date of this Agreement), which event, change, effect, development or occurrence, or any consequence thereof, becomes known by both the Special Committee and the Company Board prior to the time of the Company Stockholder Approval; provided, that (a) the receipt, existence or terms of a Company Acquisition Proposal or Company Superior Proposal, or (b) any changes after the date hereof in the market price or trading volume of the Company Common Stock or the credit rating of the Company (it being understood that the underlying cause of any of the foregoing in this clause (b) may be considered and taken into account), in each case, shall not be deemed to be a Company Intervening Event hereunder. ",
"file_path": "maud/QAD Inc._Thoma Bravo, L.P..txt",
"span": [
16780,
17783
]
}
] |
maud_400
|
Consider the Acquisition Agreement between Parent "Amgen Inc." and Target "Five Prime Therapeutics, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned: (d) by the Company, at any time prior to the Offer Acceptance Time: (i) if, (A) the Company Board has determined that an Acquisition Proposal constitutes a Superior Offer, (B) the Company has complied with its obligations set forth in Section 7.1(b)(i), (C) the Company, substantially concurrently with such termination, pays to Parent the Termination Fee and (D) substantially concurrently with such termination, the Company enters into a definitive Specified Agreement in respect of such Superior Offer;
|
maud/Five Prime Therapeutics, Inc._Amgen Inc..txt
| 2 |
[
{
"answer": "Section 9.1 Termination. This Agreement may be terminated, and the Offer and the Merger may be abandoned: ",
"file_path": "maud/Five Prime Therapeutics, Inc._Amgen Inc..txt",
"span": [
214687,
214793
]
},
{
"answer": "(d) by the Company, at any time prior to the Offer Acceptance Time: (i) if, (A) the Company Board has determined that an Acquisition Proposal constitutes a Superior Offer, (B) the Company has complied with its obligations set forth in Section 7.1(b)(i), (C) the Company, substantially concurrently with such termination, pays to Parent the Termination Fee and (D) substantially concurrently with such termination, the Company enters into a definitive Specified Agreement in respect of such Superior Offer; \n\n\n",
"file_path": "maud/Five Prime Therapeutics, Inc._Amgen Inc..txt",
"span": [
218578,
219087
]
}
] |
maud_976
|
Consider the Acquisition Agreement between Parent "BIOVENTUS INC." and Target "MISONIX, INC."; What is the Definition of "Material Adverse Effect"
|
“Company Material Adverse Effect” shall mean any state of facts, circumstance, condition, event, change, development, occurrence, result, effect, action or omission (each, an “Effect”) that, individually or in the aggregate with any one or more other Effects, (i) results in a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries, taken as a whole or (ii) prevents, materially impairs, materially impedes or materially delays the consummation of the Mergers and the other transactions contemplated hereby on a timely basis and in any event on or before the End Date; provided, however, that with respect to clause (i) only, no Effect to the extent resulting or arising from any of the following, shall, to such extent, be deemed to constitute, or be taken into account in determining the occurrence of, a Company Material Adverse Effect: (A) general economic, political, business, financial or market conditions affecting the industry in which the Company and the Company Subsidiaries operate; (B) geopolitical conditions, including trade and national security policies and export controls and executive orders relating thereto, any outbreak, continuation or escalation of any military conflict, declared or undeclared war, armed hostilities, or acts of foreign or domestic terrorism (including cyber-terrorism); (C) any pandemic (including the continuation or worsening of the COVID-19 pandemic), epidemic, plague, or other outbreak of illness or public health event, hurricane, flood, tornado, earthquake or other natural disaster or act of God or changes resulting from weather conditions; (D) any failure by the Company or any of the Company Subsidiaries to meet any internal or external projections or forecasts or any decline in the price of Company Common Stock (but excluding, in each case, the underlying causes of such failure or decline, as applicable, which may themselves constitute or be taken into account in determining whether there has been, or would be, a Company Material Adverse Effect); (E) the public announcement or pendency of the Mergers and the other transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, business partners or employees (provided that this clause (E) shall not apply to (x) any representation or warranty in Section 2.6 to the extent that the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the Mergers or (y) any action or omission by the Company, any Company Subsidiary or their respective Representatives in order to comply with the Company’s obligations under Section 4.1(a)); (F) changes in applicable Legal Requirements (including COVID-19 Measures) or the interpretation thereof; (G) changes in GAAP or any other applicable accounting standards or the interpretation thereof; (H) any action expressly required to be taken by the Company pursuant to the terms of this Agreement or at the express written direction or consent of Parent or the Acquisition Subs; (I) any claims, suits, actions or Legal Proceedings arising from allegations of breach of fiduciary duty or violation of Law or otherwise relating to this Agreement or the transactions contemplated by this Agreement; or (J) any breach, violation or non-performance of any provision of this Agreement by Parent or any of its Affiliates; provided, further, that any Effect relating to or arising out of or resulting from any change or event referred to in clause (A), (B), (C), (F) or (G) above may constitute, and be taken into account in determining the occurrence of, a Company Material Adverse Effect if and only to the extent that such change or event has a disproportionate impact on the Company and the Company Subsidiaries as compared to other participants that operate in the industry in which the Company and the Company Subsidiaries operate.
|
maud/Misonix_Inc_Bioventus_Inc.txt
| 1 |
[
{
"answer": "“Company Material Adverse Effect” shall mean any state of facts, circumstance, condition, event, change, development, occurrence, result, effect, action or omission (each, an “Effect”) that, individually or in the aggregate with any one or more other Effects, (i) results in a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries, taken as a whole or (ii) prevents, materially impairs, materially impedes or materially delays the consummation of the Mergers and the other transactions contemplated hereby on a timely basis and in any event on or before the End Date; provided, however, that with respect to clause (i) only, no Effect to the extent resulting or arising from any of the following, shall, to such extent, be deemed to constitute, or be taken into account in determining the occurrence of, a Company Material Adverse Effect: (A) general economic, political, business, financial or market conditions affecting the industry in which the Company and the Company Subsidiaries operate; (B) geopolitical conditions, including trade and national security policies and export controls and executive orders relating thereto, any outbreak, continuation or escalation of any military conflict, declared or undeclared war, armed hostilities, or acts of foreign or domestic terrorism (including cyber-terrorism); (C) any pandemic (including the continuation or worsening of the COVID-19 pandemic), epidemic, plague, or other outbreak of illness or public health event, hurricane, flood, tornado, earthquake or other natural disaster or act of God or changes resulting from weather conditions; (D) any failure by the Company or any of the Company Subsidiaries to meet any internal or external projections or forecasts or any decline in the price of Company Common Stock (but excluding, in each case, the underlying causes of such failure or decline, as applicable, which may themselves constitute or be taken into account in determining whether there has been, or would be, a Company Material Adverse Effect); (E) the public announcement or pendency of the Mergers and the other transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, business partners or employees (provided that this clause (E) shall not apply to (x) any representation or warranty in Section 2.6 to the extent that the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the Mergers or (y) any action or omission by the Company, any Company Subsidiary or their respective Representatives in order to comply with the Company’s obligations under Section 4.1(a)); (F) changes in applicable Legal Requirements (including COVID-19 Measures) or the interpretation thereof; (G) changes in GAAP or any other applicable accounting standards or the interpretation thereof; (H) any action expressly required to be taken by the Company pursuant to the terms of this Agreement or at the express written direction or consent of Parent or the Acquisition Subs; (I) any claims, suits, actions or Legal Proceedings arising from allegations of breach of fiduciary duty or violation of Law or otherwise relating to this Agreement or the transactions contemplated by this Agreement; or (J) any breach, violation or non-performance of any provision of this Agreement by Parent or any of its Affiliates; provided, further, that any Effect relating to or arising out of or resulting from any change or event referred to in clause (A), (B), (C), (F) or (G) above may constitute, and be taken into account in determining the occurrence of, a Company Material Adverse Effect if and only to the extent that such change or event has a disproportionate impact on the Company and the Company Subsidiaries as compared to other participants that operate in the industry in which the Company and the Company Subsidiaries operate. \n\n\n",
"file_path": "maud/Misonix_Inc_Bioventus_Inc.txt",
"span": [
403067,
407144
]
}
] |
maud_923
|
Consider the Merger Agreement between "SVB Financial Group" and "Boston Private Financial Holdings, Inc."; Information about the Closing Condition: Compliance with Covenants
|
7.2 Conditions to Obligations of SVB Financial. The obligation of SVB Financial to effect the Merger is also subject to the satisfaction, or waiver by SVB Financial, at or prior to the Effective Time, of the following conditions: (b) Performance of Obligations of Boston Private. Boston Private shall have performed in all material respects the obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date, and SVB Financial shall have received a certificate signed on behalf of Boston Private by the Chief Executive Officer and the Chief Financial Officer of Boston Private to such effect.
|
maud/Boston Private Financial Holdings, Inc._SVB Financial Group.txt
| 2 |
[
{
"answer": "7.2 Conditions to Obligations of SVB Financial. The obligation of SVB Financial to effect the Merger is also subject to the satisfaction, or waiver by SVB Financial, at or prior to the Effective Time, of the following conditions: \n\n\n",
"file_path": "maud/Boston Private Financial Holdings, Inc._SVB Financial Group.txt",
"span": [
256695,
256939
]
},
{
"answer": "(b) Performance of Obligations of Boston Private. Boston Private shall have performed in all material respects the obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date, and SVB Financial shall have received a certificate signed on behalf of Boston Private by the Chief Executive Officer and the Chief Financial Officer of Boston Private to such effect. \n\n\n",
"file_path": "maud/Boston Private Financial Holdings, Inc._SVB Financial Group.txt",
"span": [
259244,
259673
]
}
] |
maud_765
|
Consider the Acquisition Agreement between Parent "The Allstate Corporation" and Target "National General Holdings Corp."; What are the Ordinary course of business covenants
|
Section 5.1 Conduct of Business of the Company. (a) Except for matters set forth in Section 5.1 of the Company Disclosure Letter or otherwise expressly required or permitted by this Agreement or required by Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, the Company shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to maintain its legal existence and conduct its business and the business of its Subsidiaries in the ordinary course in substantially the same manner as previously conducted and (ii) to the extent consistent therewith, use and cause each of its Subsidiaries to use reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, goodwill associated therewith, relationships with regulators and business relationships.
|
maud/National General Holdings Corp._The Allstate Corporation.txt
| 1 |
[
{
"answer": "Section 5.1 Conduct of Business of the Company. (a) Except for matters set forth in Section 5.1 of the Company Disclosure Letter or otherwise expressly required or permitted by this Agreement or required by Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, the Company shall, and shall cause each of its Subsidiaries to, (i) use reasonable best efforts to maintain its legal existence and conduct its business and the business of its Subsidiaries in the ordinary course in substantially the same manner as previously conducted and (ii) to the extent consistent therewith, use and cause each of its Subsidiaries to use reasonable best efforts to preserve substantially intact the business organization of the Company and its Subsidiaries, goodwill associated therewith, relationships with regulators and business relationships. \n\n\n",
"file_path": "maud/National General Holdings Corp._The Allstate Corporation.txt",
"span": [
135795,
136848
]
}
] |
maud_77
|
Consider the Acquisition Agreement between Parent "IRC Superman Midco, LLC" and Target "American Renal Associates Holdings, Inc."; What are the Ordinary course of business covenants
|
Section 5.1. Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, except (i) as otherwise contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company Disclosure Schedule, (iii) as required by applicable Laws or (iv) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall and shall cause its Subsidiaries to, conduct their respective businesses in all material respects in the ordinary course of business consistent with past practice and the Company shall use its commercially reasonable efforts to preserve substantially intact in all material respects its business organization and material business relationships, provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.1(b), Notwithstanding anything to the contrary in this Agreement: (i) any action taken, or omitted to be taken, by the Company or any of its Subsidiaries pursuant to any applicable Law or any other directive, pronouncement or guideline issued by a Governmental Entity or industry group providing for business closures, “sheltering-in-place” or other restrictions that relates to, or arises out of, any pandemic (including COVID- 19), epidemic or disease outbreak shall in no event be deemed to constitute a breach of this Section 5.1 and shall be deemed to be in the ordinary course of business consistent with past practices for all purposes under this Agreement; and (ii) any action taken, or omitted to be taken, by the Company of any of its Subsidiaries that may be reasonably necessary to protect health and safety as a result of any pandemic (including COVID- 19), epidemic or disease outbreak, in each case as determined by the Company and its Subsidiaries in their sole discretion and that is reasonable in light of the applicable circumstances, shall in no event be deemed to constitute a breach of this Section 5.1 and shall be deemed to be in the ordinary course of business consistent with past practices for all purposes under this Agreement.
|
maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt
| 2 |
[
{
"answer": "Section 5.1. Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, except (i) as otherwise contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company Disclosure Schedule, (iii) as required by applicable Laws or (iv) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall and shall cause its Subsidiaries to, conduct their respective businesses in all material respects in the ordinary course of business consistent with past practice and the Company shall use its commercially reasonable efforts to preserve substantially intact in all material respects its business organization and material business relationships, provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.1(b), ",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
141441,
142590
]
},
{
"answer": "Notwithstanding anything to the contrary in this Agreement: (i) any action taken, or omitted to be taken, by the Company or any of its Subsidiaries pursuant to any applicable Law or any other directive, pronouncement or guideline issued by a Governmental Entity or industry group providing for business closures, “sheltering-in-place” or other restrictions that relates to, or arises out of, any pandemic (including COVID- 19), epidemic or disease outbreak shall in no event be deemed to constitute a breach of this Section 5.1 and shall be deemed to be in the ordinary course of business consistent with past practices for all purposes under this Agreement; and (ii) any action taken, or omitted to be taken, by the Company of any of its Subsidiaries that may be reasonably necessary to protect health and safety as a result of any pandemic (including COVID- 19), epidemic or disease outbreak, in each case as determined by the Company and its Subsidiaries in their sole discretion and that is reasonable in light of the applicable circumstances, shall in no event be deemed to constitute a breach of this Section 5.1 and shall be deemed to be in the ordinary course of business consistent with past practices for all purposes under this Agreement. \n\n\n",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
155091,
156344
]
}
] |
maud_1349
|
Consider the Merger Agreement between "Madeira Holdings, LLC" and "Marlin Business Services Corp."; What is the Definition of "Superior Proposal"
|
“Superior Proposal” means a bona fide, unsolicited written Acquisition Proposal that did not result from a breach of Section 5.02 and relating to any direct or indirect acquisition or purchase of (i) assets that generate more than 50% of the consolidated total revenues or operating income of the Company and its Subsidiaries, taken as a whole, (ii) assets that constitute more than 50% of the consolidated total assets of the Company and its Subsidiaries, taken as a whole or (iii) more than 50% of the total voting power of the equity securities of the Company, in each case, that the Company Board determines in good faith (x) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and (y) if consummated, would result in a transaction more favorable to the Company’s shareholders from a financial point of view than the Merger.
|
maud/Marlin Business Services Corp._HPS Investment Partners, LLC.txt
| 1 |
[
{
"answer": "“Superior Proposal” means a bona fide, unsolicited written Acquisition Proposal that did not result from a breach of Section 5.02 and relating to any direct or indirect acquisition or purchase of (i) assets that generate more than 50% of the consolidated total revenues or operating income of the Company and its Subsidiaries, taken as a whole, (ii) assets that constitute more than 50% of the consolidated total assets of the Company and its Subsidiaries, taken as a whole or (iii) more than 50% of the total voting power of the equity securities of the Company, in each case, that the Company Board determines in good faith (x) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and (y) if consummated, would result in a transaction more favorable to the Company’s shareholders from a financial point of view than the Merger. \n\n\n",
"file_path": "maud/Marlin Business Services Corp._HPS Investment Partners, LLC.txt",
"span": [
249089,
250053
]
}
] |
maud_1415
|
Consider the Acquisition Agreement between Parent "Karta Halten B.V." and Target "Domtar Corporation"; What is the Definition of "Knowledge"
|
“Knowledge” means (i) with respect to the Company, the actual knowledge, after reasonable inquiry, of each individual listed in Section 1.1(a) of the Company Disclosure Letter
|
maud/Domtar Corporation_Paper Excellence Canada Group.txt
| 1 |
[
{
"answer": "“Knowledge” means (i) with respect to the Company, the actual knowledge, after reasonable inquiry, of each individual listed in Section 1.1(a) of the Company Disclosure Letter",
"file_path": "maud/Domtar Corporation_Paper Excellence Canada Group.txt",
"span": [
40743,
40918
]
}
] |
maud_817
|
Consider the Acquisition Agreement between Parent "Project Quick Parent, LLC" and Target "QAD Inc."; What is the Definition of "Knowledge"
|
“Knowledge” means the actual knowledge of, in the case of the Company and the Company Subsidiaries, the individuals listed in Section 1.1 of the Company Disclosure Letter
|
maud/QAD Inc._Thoma Bravo, L.P..txt
| 1 |
[
{
"answer": "“Knowledge” means the actual knowledge of, in the case of the Company and the Company Subsidiaries, the individuals listed in Section 1.1 of the Company Disclosure Letter ",
"file_path": "maud/QAD Inc._Thoma Bravo, L.P..txt",
"span": [
32943,
33114
]
}
] |
maud_588
|
Consider the Merger Agreement between "Nicolet Bankshares, Inc." and "Mackinac Financial Corporation"; Where is the Closing Conditions: Regulatory Approvals clause
|
Nicolet and the Company and their respective Subsidiaries will cooperate and use all reasonable best efforts to as promptly as possible prepare, file, effect and obtain all Requisite Regulatory Approvals, and the parties will comply with the terms of such Requisite Regulatory Approvals.
|
maud/Mackinac Financial Corporation_Nicolet Bankshares, Inc..txt
| 1 |
[
{
"answer": "Nicolet and the Company and their respective Subsidiaries will cooperate and use all reasonable best efforts to as promptly as possible prepare, file, effect and obtain all Requisite Regulatory Approvals, and the parties will comply with the terms of such Requisite Regulatory Approvals. ",
"file_path": "maud/Mackinac Financial Corporation_Nicolet Bankshares, Inc..txt",
"span": [
178125,
178413
]
}
] |
maud_974
|
Consider the Merger Agreement between "First Bancorp" and "Select Bancorp, Inc."; Where is the Specific Performance clause
|
The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
|
maud/Select_Bancorp_Inc_First_Bancorp.txt
| 1 |
[
{
"answer": "The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. ",
"file_path": "maud/Select_Bancorp_Inc_First_Bancorp.txt",
"span": [
251446,
251997
]
}
] |
maud_737
|
Consider the Acquisition Agreement between Parent "BAXTER INTERNATIONAL INC." and Target "HILL-ROM HOLDINGS, INC."; Is there a Tail provision for acquisition proposals
|
9.5. Notice of Termination; Effect of Termination. (c) The Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, if this Agreement is terminated: (i) by either the Company or Parent pursuant to Section 9.2(a) (Outside Date) or Section 9.2(b) (Requisite Company Vote Not Obtained) and, in each case, (A) after the date of this Agreement an Acquisition Proposal (substituting fifty percent (50%) for the twenty-five percent (25%) threshold set forth in the definition of “Acquisition Proposal”) (a “Qualifying Transaction”) shall have been made to the Company, the Company Board or the Company’s stockholders or publicly announced or publicly proposed prior to, and not withdrawn at least five (5) Business Days prior to, the Company Shareholders Meeting, and (B) within twelve (12) months after any such termination the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, then the Company shall promptly pay such Company Termination Fee to Parent, but in no event later than two (2) Business Days after, and subject to, the consummation of such Qualifying Transaction;
|
maud/Hill_Rom_Holdings~Baxter_International_Inc.txt
| 2 |
[
{
"answer": "9.5. Notice of Termination; Effect of Termination. ",
"file_path": "maud/Hill_Rom_Holdings~Baxter_International_Inc.txt",
"span": [
300054,
300105
]
},
{
"answer": "(c) The Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, if this Agreement is terminated: (i) by either the Company or Parent pursuant to Section 9.2(a) (Outside Date) or Section 9.2(b) (Requisite Company Vote Not Obtained) and, in each case, (A) after the date of this Agreement an Acquisition Proposal (substituting fifty percent (50%) for the twenty-five percent (25%) threshold set forth in the definition of “Acquisition Proposal”) (a “Qualifying Transaction”) shall have been made to the Company, the Company Board or the Company’s stockholders or publicly announced or publicly proposed prior to, and not withdrawn at least five (5) Business Days prior to, the Company Shareholders Meeting, and (B) within twelve (12) months after any such termination the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, then the Company shall promptly pay such Company Termination Fee to Parent, but in no event later than two (2) Business Days after, and subject to, the consummation of such Qualifying Transaction; ",
"file_path": "maud/Hill_Rom_Holdings~Baxter_International_Inc.txt",
"span": [
301174,
302350
]
}
] |
maud_363
|
Consider the Acquisition Agreement between Parent "Stream Parent, LLC" and Target "Stamps.com Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
6.2 Antitrust Filings ( a ) Filing Under the HSR Act and Other Applicable Antitrust Laws. Each of Parent and the Company will use reasonable best efforts to (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause the other to be supplied), to the extent reasonable and advisable, any additional documents or information that may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made; and (D) take all action necessary to (I) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the Merger; and (II) obtain any required Consents pursuant to any Antitrust Laws applicable to the Merger, in each case as soon as practicable.
|
maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt
| 2 |
[
{
"answer": "6.2 Antitrust Filings ( a ) Filing Under the HSR Act and Other Applicable Antitrust Laws. ",
"file_path": "maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt",
"span": [
245471,
245581
]
},
{
"answer": "Each of Parent and the Company will use reasonable best efforts to (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause the other to be supplied), to the extent reasonable and advisable, any additional documents or information that may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made; and (D) take all action necessary to (I) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the Merger; and (II) obtain any required Consents pursuant to any Antitrust Laws applicable to the Merger, in each case as soon as practicable. ",
"file_path": "maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt",
"span": [
246444,
247389
]
}
] |
maud_1019
|
Consider the Acquisition Agreement between Parent "VENTAS, INC." and Target "NEW SENIOR INVESTMENT GROUP INC."; Is there a Tail provision for acquisition proposals
|
Section 7.3 Company Termination Fee and Expense Reimbursement. (a) If: (ii) this Agreement is terminated 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 12 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
|
maud/New Senior Investment Group Inc._Ventas, Inc..txt
| 3 |
[
{
"answer": "Section 7.3 Company Termination Fee and Expense Reimbursement. (a) If: ",
"file_path": "maud/New Senior Investment Group Inc._Ventas, Inc..txt",
"span": [
256421,
256519
]
},
{
"answer": "(ii) this Agreement is terminated ",
"file_path": "maud/New Senior Investment Group Inc._Ventas, Inc..txt",
"span": [
256717,
256764
]
},
{
"answer": "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 12 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. \n\n\n-71",
"file_path": "maud/New Senior Investment Group Inc._Ventas, Inc..txt",
"span": [
257153,
258753
]
}
] |
maud_430
|
Consider the Acquisition Agreement between Parent "Graham Holdings Company" and Target "Leaf Group Ltd."; What is the Type of Consideration
|
(i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Appraisal Shares) shall be automatically cancelled and converted into the right to receive an amount in cash equal to $8.50 per share of Company Common Stock without interest thereon (the “Merger Consideration”). At the Effective Time, all of the shares of Company Common Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate formerly representing any of such shares (a “Company Stock Certificate”) and each non-certificated share represented by book entry (a “Book Entry Share”), as the case may be, shall thereafter represent only the right to receive the Merger Consideration, net of applicable withholding Taxes and without interest, to be paid upon surrender of such Company Stock Certificate or Book Entry Share in accordance with Section 2.6.
|
maud/Leaf Group Ltd._Graham Holdings Company.txt
| 1 |
[
{
"answer": "(i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Appraisal Shares) shall be automatically cancelled and converted into the right to receive an amount in cash equal to $8.50 per share of Company Common Stock without interest thereon (the “Merger Consideration”). At the Effective Time, all of the shares of Company Common Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate formerly representing any of such shares (a “Company Stock Certificate”) and each non-certificated share represented by book entry (a “Book Entry Share”), as the case may be, shall thereafter represent only the right to receive the Merger Consideration, net of applicable withholding Taxes and without interest, to be paid upon surrender of such Company Stock Certificate or Book Entry Share in accordance with Section 2.6. ",
"file_path": "maud/Leaf Group Ltd._Graham Holdings Company.txt",
"span": [
53946,
54907
]
}
] |
maud_988
|
Consider the Acquisition Agreement between Parent "Pioneer Natural Resources Company" and Target "Parsley Energy, Inc."; Information about the Closing Condition: Compliance with Covenants
|
Section 6.2 Conditions to the Obligations of the Parent Parties to Effect the Mergers. The obligation of the Parent Parties to effect the Mergers is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: (b) Performance of Obligations of the Company Parties. Each Company Party shall have performed, or complied with, in all material respects all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time.
|
maud/Parsley Energy, Inc._Pioneer Natural Resources Company.txt
| 2 |
[
{
"answer": "Section 6.2 Conditions to the Obligations of the Parent Parties to Effect the Mergers. The obligation of the Parent Parties to effect the Mergers is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time of the following conditions: ",
"file_path": "maud/Parsley Energy, Inc._Pioneer Natural Resources Company.txt",
"span": [
333739,
334006
]
},
{
"answer": "(b) Performance of Obligations of the Company Parties. Each Company Party shall have performed, or complied with, in all material respects all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time. ",
"file_path": "maud/Parsley Energy, Inc._Pioneer Natural Resources Company.txt",
"span": [
335782,
336055
]
}
] |
maud_1139
|
Consider the Merger Agreement between "Kite Realty Group Trust" and "Retail Properties of America, Inc."; What is the Definition of "Knowledge"
|
“Knowledge” (i) with respect to Company means the knowledge, after reasonable inquiry, of the persons named in Section 1.1(a) of the Company Disclosure Letter and (ii) with respect to Parent means the knowledge, after reasonable inquiry, of the persons named in Section 1.1(b) of the Parent Disclosure Letter. For purposes of Section 4.16 and Section 5.16, “reasonable inquiry” does not require environmental sampling or testing of any kind.
|
maud/Retail_Properties_of_America_Inc_Kite_Realty_Group_Trust.txt
| 1 |
[
{
"answer": "“Knowledge” (i) with respect to Company means the knowledge, after reasonable inquiry, of the persons named in Section 1.1(a) of the Company Disclosure Letter and (ii) with respect to Parent means the knowledge, after reasonable inquiry, of the persons named in Section 1.1(b) of the Parent Disclosure Letter. For purposes of Section 4.16 and Section 5.16, “reasonable inquiry” does not require environmental sampling or testing of any kind. \n\n\n",
"file_path": "maud/Retail_Properties_of_America_Inc_Kite_Realty_Group_Trust.txt",
"span": [
33006,
33452
]
}
] |
maud_989
|
Consider the Acquisition Agreement between Parent "Pioneer Natural Resources Company" and Target "Parsley Energy, Inc."; What is the Definition of "Knowledge"
|
“knowledge” of any Party means (i) with respect to Parent, the actual knowledge of Mark Berg, Rich Dealy, Mark Kleinman and Margaret Montemayor, and (ii) with respect to the Company, the actual knowledge of Matt Gallagher, Ryan Dalton, David Dell’Osso, Stephanie Reed and Colin Roberts.
|
maud/Parsley Energy, Inc._Pioneer Natural Resources Company.txt
| 1 |
[
{
"answer": "“knowledge” of any Party means (i) with respect to Parent, the actual knowledge of Mark Berg, Rich Dealy, Mark Kleinman and Margaret Montemayor, and (ii) with respect to the Company, the actual knowledge of Matt Gallagher, Ryan Dalton, David Dell’Osso, Stephanie Reed and Colin Roberts. ",
"file_path": "maud/Parsley Energy, Inc._Pioneer Natural Resources Company.txt",
"span": [
367849,
368136
]
}
] |
maud_1542
|
Consider the Merger Agreement between "GI DI Orion Acquisition Inc" and "ORBCOMM Inc"; Information about the Fiduciary Termination Right Triggers for termination
|
Section 7.3. Termination by the Company. This Agreement may be terminated and the Merger may be abandoned by the Company: (a) at any time prior to the time the Stockholder Approval is obtained, in order to concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with, and subject to compliance with the terms and conditions of, Section 5.2(c); provided, that prior to or concurrently with, and as a condition to, such termination, the Company pays to Parent the Company Termination Fee due under Section 7.5(b);
|
maud/ORBCOMM Inc._GI Partners.txt
| 1 |
[
{
"answer": "Section 7.3. Termination by the Company. This Agreement may be terminated and the Merger may be abandoned by the Company: (a) at any time prior to the time the Stockholder Approval is obtained, in order to concurrently enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with, and subject to compliance with the terms and conditions of, Section 5.2(c); provided, that prior to or concurrently with, and as a condition to, such termination, the Company pays to Parent the Company Termination Fee due under Section 7.5(b); ",
"file_path": "maud/ORBCOMM Inc._GI Partners.txt",
"span": [
232319,
232884
]
}
] |
maud_1376
|
Consider the Acquisition Agreement between Parent "Morgan Stanley" and Target "Eaton Vance Corp."; What happens during a Breach of Shareholder Meeting Covenant
|
Section 6.04. Company Stockholder Approval. Section 10.01. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval): (c) by Parent, if: (iv) the Company shall have willfully breached any of its obligations under Section 6.03 or Section 6.04 in any material respect other than in the case where (w) such breach is a result of an isolated action by a Representative of the Company (other than a director or officer of the Company), (x) such breach was not caused by, or within the knowledge of, the Company, (y) the Company takes appropriate actions to remedy such breach promptly upon discovery thereof, and (z) Parent is not harmed as a result thereof; provided that in no event shall Parent be entitled to terminate this Agreement pursuant to this Section 10.01(c)(iv) following the receipt of the Company Stockholder Approval; Section 10.03. Termination Fees. (a) If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv) or by the Company or Parent pursuant to any other provision of Section 10.01 at a time when this Agreement was terminable by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv); then, in each case, the Company shall pay to Parent (or a Person designated by Parent), in cash at the time specified in the following sentence, a fee in the amount of $206,000,000 (the “Company Termination Fee”).
|
maud/Eaton Vance Corp._Morgan Stanley.txt
| 6 |
[
{
"answer": "Section 6.04. Company Stockholder Approval. ",
"file_path": "maud/Eaton Vance Corp._Morgan Stanley.txt",
"span": [
312524,
312573
]
},
{
"answer": "Section 10.01. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval): ",
"file_path": "maud/Eaton Vance Corp._Morgan Stanley.txt",
"span": [
406698,
406925
]
},
{
"answer": "(c) by Parent, if: ",
"file_path": "maud/Eaton Vance Corp._Morgan Stanley.txt",
"span": [
408339,
408364
]
},
{
"answer": "(iv) the Company shall have willfully breached any of its obligations under Section 6.03 or Section 6.04 in any material respect other than in the case where (w) such breach is a result of an isolated action by a Representative of the Company (other than a director or officer of the Company), (x) such breach was not caused by, or within the knowledge of, the Company, (y) the Company takes appropriate actions to remedy such breach promptly upon discovery thereof, and (z) Parent is not harmed as a result thereof; provided that in no event shall Parent be entitled to terminate this Agreement pursuant to this Section 10.01(c)(iv) following the receipt of the Company Stockholder Approval; ",
"file_path": "maud/Eaton Vance Corp._Morgan Stanley.txt",
"span": [
409936,
410636
]
},
{
"answer": "Section 10.03. Termination Fees. (a) If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv) or by the Company or Parent pursuant to any other provision of Section 10.01 at a time when this Agreement was terminable by Parent pursuant to Section 10.01(c)(i) or Section 10.01(c)(iv); ",
"file_path": "maud/Eaton Vance Corp._Morgan Stanley.txt",
"span": [
413754,
414094
]
},
{
"answer": "then, in each case, the Company shall pay to Parent (or a Person designated by Parent), in cash at the time specified in the following sentence, a fee in the amount of $206,000,000 (the “Company Termination Fee”). ",
"file_path": "maud/Eaton Vance Corp._Morgan Stanley.txt",
"span": [
415341,
415555
]
}
] |
maud_950
|
Consider the Merger Agreement between "Sterling Bancorp" and "Webster Financial Corporation"; What about the Fiduciary exception to the No-Shop Clause
|
6.13 Acquisition Proposals. Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law;
|
maud/Sterling_Bancorp_Webster_Financial_Corporation.txt
| 2 |
[
{
"answer": "6.13 Acquisition Proposals. ",
"file_path": "maud/Sterling_Bancorp_Webster_Financial_Corporation.txt",
"span": [
233221,
233258
]
},
{
"answer": "Notwithstanding the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Sterling Vote, in the case of Sterling, or the Requisite Webster Vote, in the case of Webster, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law; ",
"file_path": "maud/Sterling_Bancorp_Webster_Financial_Corporation.txt",
"span": [
234383,
235265
]
}
] |
maud_719
|
Consider the Acquisition Agreement between Parent "SIEMENS HEALTHINEERS HOLDING I GMBH" and Target "VARIAN MEDICAL SYSTEMS, INC."; What is the Definition of "Knowledge"
|
“knowledge” means (ii) with respect to the Company, the actual knowledge of the individuals listed on Section 8.16(a) of the Company Disclosure Schedule
|
maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt
| 2 |
[
{
"answer": "“knowledge” means ",
"file_path": "maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt",
"span": [
281304,
281322
]
},
{
"answer": "(ii) with respect to the Company, the actual knowledge of the individuals listed on Section 8.16(a) of the Company Disclosure Schedule",
"file_path": "maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt",
"span": [
281454,
281588
]
}
] |
maud_722
|
Consider the Acquisition Agreement between Parent "SIEMENS HEALTHINEERS HOLDING I GMBH" and Target "VARIAN MEDICAL SYSTEMS, INC."; What is the Definition of "Superior Proposal"
|
(g) As used in this Agreement “Superior Proposal” shall mean a written Alternative Proposal made after the date of this Agreement by any person that did not result from a material breach of Section 5.3 on terms that the Board of Directors of the Company determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, are more favorable to the Company’s stockholders than the transactions contemplated by this Agreement, taking into account the financial, legal, regulatory, conditionality (including whether such proposal is reasonably likely to be consummated if accepted) and other aspects of such proposal; provided that solely for purposes of defining a “Superior Proposal” all references in the definition of “Alternative Proposal” to “twenty percent (20%)” shall be deemed to be a reference to “fifty percent (50%).”
|
maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt
| 1 |
[
{
"answer": "(g) As used in this Agreement “Superior Proposal” shall mean a written Alternative Proposal made after the date of this Agreement by any person that did not result from a material breach of Section 5.3 on terms that the Board of Directors of the Company determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, are more favorable to the Company’s stockholders than the transactions contemplated by this Agreement, taking into account the financial, legal, regulatory, conditionality (including whether such proposal is reasonably likely to be consummated if accepted) and other aspects of such proposal; provided that solely for purposes of defining a “Superior Proposal” all references in the definition of “Alternative Proposal” to “twenty percent (20%)” shall be deemed to be a reference to “fifty percent (50%).” ",
"file_path": "maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt",
"span": [
173325,
174206
]
}
] |
maud_790
|
Consider the Acquisition Agreement between Parent "Project Kafka Parent, LLC" and Target "Proofpoint, Inc."; Where is the Specific Performance clause
|
Section 9.5 Specific Enforcement.
(a) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, (i) the non-breaching Party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to obtain (A) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (B) an injunction restraining such breach or threatened breach, and (ii) the provisions of Section 8.3 are not intended to and do not adequately compensate the Company, on the one hand, or Parent and Merger Sub, on the other hand, for the harm that would result from a breach of this Agreement, and will not be construed to diminish or otherwise impair in any respect any Party’s right to an injunction, specific performance and other equitable relief; and (C) the right of specific enforcement is an integral part of the Merger and without that right, neither the Company nor Parent would have entered into this Agreement.
|
maud/Proofpoint, Inc._Thoma Bravo, L.P..txt
| 1 |
[
{
"answer": "Section 9.5 Specific Enforcement. \n\n\n(a) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, (i) the non-breaching Party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to obtain (A) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (B) an injunction restraining such breach or threatened breach, and (ii) the provisions of Section 8.3 are not intended to and do not adequately compensate the Company, on the one hand, or Parent and Merger Sub, on the other hand, for the harm that would result from a breach of this Agreement, and will not be construed to diminish or otherwise impair in any respect any Party’s right to an injunction, specific performance and other equitable relief; and (C) the right of specific enforcement is an integral part of the Merger and without that right, neither the Company nor Parent would have entered into this Agreement. \n\n\n",
"file_path": "maud/Proofpoint, Inc._Thoma Bravo, L.P..txt",
"span": [
282128,
283445
]
}
] |
maud_379
|
Consider the Acquisition Agreement between Parent "DESKTOP METAL, INC." and Target "THE EXONE COMPANY"; Information about the Closing Condition: Accuracy of Target's Representations and Warranties
|
Section 3.3 Authority. This Agreement has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the counterparties hereto) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except to the extent that enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting or relating to creditors’ rights generally (whether now or hereafter in effect) and (ii) is subject to general principles of equity (the “Enforceability Limitations”). (b) The Company’s Board of Directors (the “Company Board”), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, Merger I, Merger II and the other Transactions, (ii) determining that this Agreement and Transactions are advisable and in the best interests of the Company and its stockholders, (iii) directing that this Agreement be submitted to a vote of the stockholders of the Company for adoption at the Company Stockholder Meeting, and (iv) resolving to make the Company Recommendation. Section 3.4 No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the Transactions, do not and will not (i) conflict with or violate the Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Subsidiary of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of Section 3.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict with or violate any U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, Judgment, writ, stipulation, award, injunction, decree or other enforceability requirements imposed by a Governmental Entity (collectively, “Law”), in each case that is applicable to any Acquired Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of payment or loss of a benefit under, or give rise to any right of termination, cancellation or acceleration of, any Company Material Contract, (iv) result in any breach or violation of any Company Plan (including any award agreement thereunder) or (v) result in the creation of any Lien upon any of the material properties or assets of any of the Acquired Companies, other than, in the case of clauses (ii), (iii), (iv) and (v) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Section 6.2 Conditions to Obligations of Parent, Merger Sub II and Merger Sub I. The respective obligations of Parent, Merger Sub II and Merger Sub I to effect Merger I are further subject to the satisfaction at the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent: (a) Representations and Warranties. The representations and warranties of the Company set forth in (i) Section 3.1 (Organization, Standing and Power; Subsidiaries), Section 3.3 (Authority), Section 3.4 (No Conflict; Consents and Approvals) and Section 3.21 (Brokers) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except such representations or warranties that were made as of a specific date need to be true and correct in all respects as of such date), (ii) Section 3.2 (Capital Stock) shall be true and correct in all respects, except for any de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that such representations or warranties that were made as of a specific date need be true and correct in all respects, except for any de minimis inaccuracies, as of such date) and (iii) any other section of this Agreement (without regard to any materiality or Company Material Adverse Effect qualifiers contained therein) shall be true and correct in all material respects, in either case, as of the date of this Agreement and the Closing Date as though made on or as of such date (except such representations or warranties that were made as of a specific date need to be true and correct in all respects as of such date); provided that the condition in this clause (iii) of this Section 6.2(a) shall be deemed to have been satisfied even if any representations and warranties of Company are not true and correct unless the cumulative effect of the failure of such representations and warranties of the Company, individually or in the aggregate, has resulted in or is reasonably likely to result in a Company Material Adverse Effect. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect.
|
maud/The_ExOne_Company~Desktop_Metal.txt
| 4 |
[
{
"answer": "Section 3.3 Authority. ",
"file_path": "maud/The_ExOne_Company~Desktop_Metal.txt",
"span": [
61171,
61204
]
},
{
"answer": "This Agreement has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the counterparties hereto) constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except to the extent that enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting or relating to creditors’ rights generally (whether now or hereafter in effect) and (ii) is subject to general principles of equity (the “Enforceability Limitations”). (b) The Company’s Board of Directors (the “Company Board”), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, Merger I, Merger II and the other Transactions, (ii) determining that this Agreement and Transactions are advisable and in the best interests of the Company and its stockholders, (iii) directing that this Agreement be submitted to a vote of the stockholders of the Company for adoption at the Company Stockholder Meeting, and (iv) resolving to make the Company Recommendation. ",
"file_path": "maud/The_ExOne_Company~Desktop_Metal.txt",
"span": [
62313,
63508
]
},
{
"answer": "Section 3.4 No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the Transactions, do not and will not (i) conflict with or violate the Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Subsidiary of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of Section 3.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict with or violate any U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, Judgment, writ, stipulation, award, injunction, decree or other enforceability requirements imposed by a Governmental Entity (collectively, “Law”), in each case that is applicable to any Acquired Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of payment or loss of a benefit under, or give rise to any right of termination, cancellation or acceleration of, any Company Material Contract, (iv) result in any breach or violation of any Company Plan (including any award agreement thereunder) or (v) result in the creation of any Lien upon any of the material properties or assets of any of the Acquired Companies, other than, in the case of clauses (ii), (iii), (iv) and (v) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. ",
"file_path": "maud/The_ExOne_Company~Desktop_Metal.txt",
"span": [
63745,
65573
]
},
{
"answer": "Section 6.2 Conditions to Obligations of Parent, Merger Sub II and Merger Sub I. The respective obligations of Parent, Merger Sub II and Merger Sub I to effect Merger I are further subject to the satisfaction at the Effective Time of each of the following conditions, any and all of which may be waived, in whole or in part, by Parent: (a) Representations and Warranties. The representations and warranties of the Company set forth in (i) Section 3.1 (Organization, Standing and Power; Subsidiaries), Section 3.3 (Authority), Section 3.4 (No Conflict; Consents and Approvals) and Section 3.21 (Brokers) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except such representations or warranties that were made as of a specific date need to be true and correct in all respects as of such date), (ii) Section 3.2 (Capital Stock) shall be true and correct in all respects, except for any de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that such representations or warranties that were made as of a specific date need be true and correct in all respects, except for any de minimis inaccuracies, as of such date) and (iii) any other section of this Agreement (without regard to any materiality or Company Material Adverse Effect qualifiers contained therein) shall be true and correct in all material respects, in either case, as of the date of this Agreement and the Closing Date as though made on or as of such date (except such representations or warranties that were made as of a specific date need to be true and correct in all respects as of such date); provided that the condition in this clause (iii) of this Section 6.2(a) shall be deemed to have been satisfied even if any representations and warranties of Company are not true and correct unless the cumulative effect of the failure of such representations and warranties of the Company, individually or in the aggregate, has resulted in or is reasonably likely to result in a Company Material Adverse Effect. Parent shall have received a certificate of an authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect. ",
"file_path": "maud/The_ExOne_Company~Desktop_Metal.txt",
"span": [
281824,
284154
]
}
] |
maud_1111
|
Consider the Acquisition Agreement between Parent "BridgeBio Pharma, Inc." and Target "Eidos Therapeutics, Inc."; What is the Definition of "Superior Proposal"
|
“Company Superior Proposal” means an unsolicited bona fide written Company Acquisition Proposal that would result in any Person (other than the Company, Parent, Merger Sub, Merger Sub II or any controlled Affiliate thereof) becoming the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the assets (on a consolidated basis) or fifty percent (50%) or more of the total voting power of the equity securities of the Company (or of the surviving entity in a merger involving the Company or the resulting direct or indirect parent of the Company or such surviving entity) that the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee has determined in its good faith judgment, after consultation with its outside financial advisor(s) and outside legal counsel (a) would result in a transaction that, if consummated, would be more favorable to the stockholders of the Company (other than Parent and its Affiliates) from a financial point of view than the Mergers (after taking into account any amendments or other revisions to the terms and conditions of this Agreement agreed to by Parent in writing pursuant to Section 7.2(b) and the time likely to be required to consummate such Company Acquisition Proposal) and (b) is reasonably capable of being consummated on the terms so proposed.
|
maud/Eidos Therapeutics, Inc._BridgeBio Pharma, Inc..txt
| 1 |
[
{
"answer": "“Company Superior Proposal” means an unsolicited bona fide written Company Acquisition Proposal that would result in any Person (other than the Company, Parent, Merger Sub, Merger Sub II or any controlled Affiliate thereof) becoming the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the assets (on a consolidated basis) or fifty percent (50%) or more of the total voting power of the equity securities of the Company (or of the surviving entity in a merger involving the Company or the resulting direct or indirect parent of the Company or such surviving entity) that the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee has determined in its good faith judgment, after consultation with its outside financial advisor(s) and outside legal counsel (a) would result in a transaction that, if consummated, would be more favorable to the stockholders of the Company (other than Parent and its Affiliates) from a financial point of view than the Mergers (after taking into account any amendments or other revisions to the terms and conditions of this Agreement agreed to by Parent in writing pursuant to Section 7.2(b) and the time likely to be required to consummate such Company Acquisition Proposal) and (b) is reasonably capable of being consummated on the terms so proposed. \n\n\n",
"file_path": "maud/Eidos Therapeutics, Inc._BridgeBio Pharma, Inc..txt",
"span": [
297969,
299325
]
}
] |
maud_465
|
Consider the Acquisition Agreement between Parent "Chesapeake Energy Corporation" and Target "Vine Energy Inc."; What is the Type of Consideration
|
Section 3.1 Effect of the First Merger on Capital Stock. At the Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub Inc., the Company, or any holder of any securities of Parent, Merger Sub Inc. or the Company: (b) Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares, unvested Company Restricted Stock Unit Awards, which shall be treated as set forth in Section 3.3(a), and Appraisal Shares) (such shares of Company Common Stock, the “Eligible Shares”) shall be converted automatically at the Effective Time into the right to receive from Parent the following consideration (collectively, the “Merger Consideration”): (A) $1.20 in cash, without interest (the “Cash Consideration”), and (B) that number of fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Share Consideration”). As used in this Agreement, “Exchange Ratio” means 0.2486.
|
maud/Vine_Energy_Inc_Chesapeake_Energy.txt
| 2 |
[
{
"answer": "Section 3.1 Effect of the First Merger on Capital Stock. At the Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub Inc., the Company, or any holder of any securities of Parent, Merger Sub Inc. or the Company: \n\n\n",
"file_path": "maud/Vine_Energy_Inc_Chesapeake_Energy.txt",
"span": [
21641,
21908
]
},
{
"answer": "(b) Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares, unvested Company Restricted Stock Unit Awards, which shall be treated as set forth in Section 3.3(a), and Appraisal Shares) (such shares of Company Common Stock, the “Eligible Shares”) shall be converted automatically at the Effective Time into the right to receive from Parent the following consideration (collectively, the “Merger Consideration”): (A) $1.20 in cash, without interest (the “Cash Consideration”), and (B) that number of fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Share Consideration”). As used in this Agreement, “Exchange Ratio” means 0.2486. ",
"file_path": "maud/Vine_Energy_Inc_Chesapeake_Energy.txt",
"span": [
22365,
23211
]
}
] |
maud_284
|
Consider the Acquisition Agreement between Parent "Iconix Acquisition LLC" and Target "Iconix Brand Group, Inc."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
Section 4.13 Absence of Changes or Events. From the date of the Balance Sheet to the date of this Agreement, (i) each Company Entity has conducted the Business in the ordinary course of business in all material respects, (ii) there has not been a Company Material Adverse Effect,
|
maud/Iconix_Brand_Group_Lancer Capital.txt
| 1 |
[
{
"answer": "Section 4.13 Absence of Changes or Events. From the date of the Balance Sheet to the date of this Agreement, (i) each Company Entity has conducted the Business in the ordinary course of business in all material respects, (ii) there has not been a Company Material Adverse Effect, ",
"file_path": "maud/Iconix_Brand_Group_Lancer Capital.txt",
"span": [
155449,
155737
]
}
] |
maud_788
|
Consider the Acquisition Agreement between Parent "Project Kafka Parent, LLC" and Target "Proofpoint, Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
Section 7.2 Governmental Approvals.
(a) Subject to the terms and conditions herein provided and without limiting the generality of Section 7.1, the Company and its Subsidiaries and Parent and its Subsidiaries (including Merger Sub) shall (i) promptly, but in no event later than fifteen (15) Business Days after the date of this Agreement, file any and all required notification and report forms under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement, and take all other actions necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act as soon as practicable after the date of this Agreement, (ii) as soon as practicable after the date hereof file any and all notification and report forms required under other applicable Antitrust and Foreign Investment Laws with respect to the Merger and the other transactions contemplated by this Agreement, and take all other actions necessary to obtain clearances or approvals or cause the expiration or termination of any applicable waiting periods under applicable Antitrust and Foreign Investment Laws as soon as practicable after the date of this Agreement,
|
maud/Proofpoint, Inc._Thoma Bravo, L.P..txt
| 1 |
[
{
"answer": "Section 7.2 Governmental Approvals. \n\n\n(a) Subject to the terms and conditions herein provided and without limiting the generality of Section 7.1, the Company and its Subsidiaries and Parent and its Subsidiaries (including Merger Sub) shall (i) promptly, but in no event later than fifteen (15) Business Days after the date of this Agreement, file any and all required notification and report forms under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement, and take all other actions necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act as soon as practicable after the date of this Agreement, (ii) as soon as practicable after the date hereof file any and all notification and report forms required under other applicable Antitrust and Foreign Investment Laws with respect to the Merger and the other transactions contemplated by this Agreement, and take all other actions necessary to obtain clearances or approvals or cause the expiration or termination of any applicable waiting periods under applicable Antitrust and Foreign Investment Laws as soon as practicable after the date of this Agreement, ",
"file_path": "maud/Proofpoint, Inc._Thoma Bravo, L.P..txt",
"span": [
178730,
179933
]
}
] |
maud_1605
|
Consider the Acquisition Agreement between Parent "UNITEDHEALTH GROUP INCORPORATED" and Target "CHANGE HEALTHCARE INC."; Information about the Closing Condition: Compliance with Covenants
|
8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions: (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.
|
maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt
| 2 |
[
{
"answer": "8.2. Conditions to Parent’s and Merger Sub’s Obligation to Effect the Closing. The obligations of Parent and Merger Sub to effect the Closing are also subject to the satisfaction or waiver by Parent at or prior to the Closing Date of the following conditions: \n\n\n",
"file_path": "maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt",
"span": [
244380,
244643
]
},
{
"answer": "(b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing. \n\n\n",
"file_path": "maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt",
"span": [
247454,
247658
]
}
] |
maud_1170
|
Consider the Acquisition Agreement between Parent "VICI Properties Inc." and Target "MGM Growth Properties LLC"; Where is the No-Shop Clause
|
“Representative” means, with respect to any Person, one or more of such Person’s trustees, directors, officers, employees, advisors (including attorneys, accountants, consultants, investment bankers and financial advisors), agents and other representatives. Section 8.4 No Solicitation by the Company; Company Acquisition Proposals.
(a) Except as otherwise expressly provided in this Section 8.4, during the Interim Period, the Company Parties shall not, and shall cause their Subsidiaries not to, and shall not authorize or permit any Representatives of the Company Parties or any of their Subsidiaries to, directly or indirectly (i) solicit, initiate or knowingly encourage or knowingly facilitate any inquiry, discussion, proposal or offer with respect to any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding, or furnish to any Person other than Parent or its Representatives any non-public information or data with respect to, or for the purpose of knowingly encouraging, facilitating or assisting, any Acquisition Proposal, (iii) approve or recommend any Acquisition Proposal, (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share exchange agreement, asset purchase agreement, consolidation agreement, option agreement or other similar definitive agreement (other than an Acceptable Confidentiality Agreement) in each case related to an Acquisition Proposal (each, a “Company Alternative Acquisition Agreement”), (v) grant any waiver, amendment or release of any standstill under any standstill or confidentiality agreement or of any Takeover Statute, or (vi) agree to or propose publicly to do any of the foregoing.
|
maud/MGM_Growth_Properties_LLC_VICI_Properties_Inc.txt
| 2 |
[
{
"answer": "“Representative” means, with respect to any Person, one or more of such Person’s trustees, directors, officers, employees, advisors (including attorneys, accountants, consultants, investment bankers and financial advisors), agents and other representatives. \n\n\n",
"file_path": "maud/MGM_Growth_Properties_LLC_VICI_Properties_Inc.txt",
"span": [
56954,
57215
]
},
{
"answer": "Section 8.4 No Solicitation by the Company; Company Acquisition Proposals. \n\n\n(a) Except as otherwise expressly provided in this Section 8.4, during the Interim Period, the Company Parties shall not, and shall cause their Subsidiaries not to, and shall not authorize or permit any Representatives of the Company Parties or any of their Subsidiaries to, directly or indirectly (i) solicit, initiate or knowingly encourage or knowingly facilitate any inquiry, discussion, proposal or offer with respect to any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate or engage in any discussions or negotiations regarding, or furnish to any Person other than Parent or its Representatives any non-public information or data with respect to, or for the purpose of knowingly encouraging, facilitating or assisting, any Acquisition Proposal, (iii) approve or recommend any Acquisition Proposal, (iv) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share exchange agreement, asset purchase agreement, consolidation agreement, option agreement or other similar definitive agreement (other than an Acceptable Confidentiality Agreement) in each case related to an Acquisition Proposal (each, a “Company Alternative Acquisition Agreement”), (v) grant any waiver, amendment or release of any standstill under any standstill or confidentiality agreement or of any Takeover Statute, or (vi) agree to or propose publicly to do any of the foregoing. ",
"file_path": "maud/MGM_Growth_Properties_LLC_VICI_Properties_Inc.txt",
"span": [
370530,
372157
]
}
] |
maud_69
|
Consider the Acquisition Agreement between Parent "IRC Superman Midco, LLC" and Target "American Renal Associates Holdings, Inc."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
Section 3.9. Absence of Certain Changes or Events. Since June 30, 2020, (a) except as contemplated by this Agreement or in connection with the formation or financing or refinancing of any Clinic Joint Ventures in the ordinary course of business consistent with past practice, the Company and its Subsidiaries have conducted their business in all material respects in the ordinary course consistent with past practice and (b) there has not occurred any event, development, change, effect or occurrence that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect.
|
maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt
| 1 |
[
{
"answer": "Section 3.9. Absence of Certain Changes or Events. Since June 30, 2020, (a) except as contemplated by this Agreement or in connection with the formation or financing or refinancing of any Clinic Joint Ventures in the ordinary course of business consistent with past practice, the Company and its Subsidiaries have conducted their business in all material respects in the ordinary course consistent with past practice and (b) there has not occurred any event, development, change, effect or occurrence that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. \n\n\n",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
70239,
70860
]
}
] |
maud_186
|
Consider the Acquisition Agreement between Parent "ELI LILLY AND COMPANY" and Target "PREVAIL THERAPEUTICS INC."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
Section 4.8. Absence of Certain Developments. From the Company Balance Sheet Date to the date of this Agreement, the Company has not experienced a Company Material Adverse Effect.
|
maud/Prevail Therapeutics Inc._Eli Lilly and Company.txt
| 1 |
[
{
"answer": "Section 4.8. Absence of Certain Developments. From the Company Balance Sheet Date to the date of this Agreement, the Company has not experienced a Company Material Adverse Effect. ",
"file_path": "maud/Prevail Therapeutics Inc._Eli Lilly and Company.txt",
"span": [
58896,
59076
]
}
] |
maud_883
|
Consider the Merger Agreement between "Avangrid, Inc." and "PNM Resources, Inc."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
SECTION 3.9 Absence of Certain Changes or Events.
(a) Since December 31, 2018 through the date of this Agreement, (i) except as expressly contemplated by this Agreement, the Company and its subsidiaries have conducted their business in the ordinary course of business in a manner consistent with past practice in all material respects, and (ii) there has not occurred any event, development, change, effect or occurrence that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.
|
maud/PNM Resources, Inc._Avangrid, Inc..txt
| 1 |
[
{
"answer": "SECTION 3.9 Absence of Certain Changes or Events. \n\n\n(a) Since December 31, 2018 through the date of this Agreement, (i) except as expressly contemplated by this Agreement, the Company and its subsidiaries have conducted their business in the ordinary course of business in a manner consistent with past practice in all material respects, and (ii) there has not occurred any event, development, change, effect or occurrence that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. \n\n\n",
"file_path": "maud/PNM Resources, Inc._Avangrid, Inc..txt",
"span": [
88489,
89047
]
}
] |
maud_1561
|
Consider the Merger Agreement between "Thermo Fisher Scientific Inc." and "PPD, Inc."; What is the Definition of "Knowledge"
|
“knowledge” of any Person that is not an individual means, with respect to any matter in question, the actual knowledge of such Person’s executive officers; provided that “knowledge of the Company” or “Company’s knowledge” shall also include the actual knowledge of the individuals set forth on Section 9.03(c) of the Company Disclosure Letter.
|
maud/PPD, Inc._Thermo Fisher Scientific Inc..txt
| 1 |
[
{
"answer": "“knowledge” of any Person that is not an individual means, with respect to any matter in question, the actual knowledge of such Person’s executive officers; provided that “knowledge of the Company” or “Company’s knowledge” shall also include the actual knowledge of the individuals set forth on Section 9.03(c) of the Company Disclosure Letter. \n\n\n",
"file_path": "maud/PPD, Inc._Thermo Fisher Scientific Inc..txt",
"span": [
279332,
279680
]
}
] |
maud_55
|
Consider the Acquisition Agreement between Parent "Gibraltar Acquisition Holdings LLC" and Target "W. R. Grace & Co."; What is the Definition of "Material Adverse Effect"
|
“Company Material Adverse Effect” means any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole; provided that, no fact, circumstance, effect, change, event or development resulting from or arising out of any of the following, individually or in the aggregate, shall constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred: (a) any change generally affecting the industries in which the Company and the Company Subsidiaries operate in the United States or elsewhere (including changes in commodity prices or general market prices generally affecting such industries and changes in the global demand environment generally affecting such industries); (b) any change generally affecting any economic, legislative or political condition (including trade wars and sanctions) or any change generally affecting any securities, credit, financial, commodities or capital markets condition, in each case in the United States or elsewhere; (c) any failure in and of itself by the Company or any Company Subsidiary to meet any internal or public projection, budget, forecast, estimate or prediction in respect of revenues, earnings or other financial or operating metrics or measures for any period (it being understood that the changes and effects giving rise to or contributing to such failure may (to the extent not otherwise excluded hereby) constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred); (d) any change resulting from the announcement, execution or delivery of this Agreement, including (i) the failure of the Company or its Subsidiaries to take any action if Parent’s prior consent is required hereunder and Parent unreasonably withholds consent to taking of such action after receipt of the written request therefor from the Company; (ii) any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement (but not any finally adjudicated breach of fiduciary duty or any violation of Law itself); (iii) any action taken by Parent or any Affiliate thereof to obtain any Required Statutory Approval from any Governmental Entity or satisfy any condition to the consummation of the Merger and the result of such actions; (iv) any change to the extent that arises out of or relates to the identity of Parent or any of its Affiliates as the acquirer of the Company; or (v) the impact of the announcement, execution or delivery on relationships with employees and labor unions, customers, suppliers, distributors, Governmental Entities and other Persons (it being understood that this clause (d) shall not apply with respect to the representations or warranties in Section 3.05 (or any condition to any Party’s obligation to consummate the Merger relating to such representation and warranty); (e) any change in the market price or trading volume of shares of Company Common Stock on the NYSE (it being understood that the changes and effects giving rise to or contributing to any such change may (if not otherwise excluded hereby) constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred); (f) any change in applicable Law, regulation or GAAP (or authoritative interpretation thereof); (g) any applicable quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Laws, promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19 (“COVID-19 Measures”); (h) any geopolitical conditions, the outbreak or escalation of hostilities, any act of war, sabotage or purported terrorism, or any escalation or worsening of any such act of war, sabotage or purported terrorism; (i) any change or effect arising from any hurricane, strong winds, ice event, fire, tornado, tsunami, flood, earthquake, pandemics (including SARS-CoV-2 or COVID-19, any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks (“COVID-19”)), epidemics or other outbreaks of diseases, or other natural disaster or extreme weather-related event, circumstance or development (or escalation or worsening of any such events or occurrences, including, as applicable, second or subsequent wave(s)); and (j) any change or effect arising from any requirements imposed by any Governmental Entity as a condition to obtaining the Required Statutory Approvals; provided, however, that any fact, circumstance, effect, change, event or development set forth in clauses (a), (b), (f), (h) and (i) above may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent such change or effect has a disproportionate adverse effect on the Company and the Company Subsidiaries, taken as a whole, as compared to other participants in the industries in which the Company and the Company Subsidiaries operate (in which case, only the incremental disproportionate impact may be taken into account in determining whether there has been, or would be, a Company Material Adverse Effect).
|
maud/W_R_Grace_Co_40_North_Management_LLC.txt
| 1 |
[
{
"answer": "“Company Material Adverse Effect” means any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole; provided that, no fact, circumstance, effect, change, event or development resulting from or arising out of any of the following, individually or in the aggregate, shall constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred: (a) any change generally affecting the industries in which the Company and the Company Subsidiaries operate in the United States or elsewhere (including changes in commodity prices or general market prices generally affecting such industries and changes in the global demand environment generally affecting such industries); (b) any change generally affecting any economic, legislative or political condition (including trade wars and sanctions) or any change generally affecting any securities, credit, financial, commodities or capital markets condition, in each case in the United States or elsewhere; (c) any failure in and of itself by the Company or any Company Subsidiary to meet any internal or public projection, budget, forecast, estimate or prediction in respect of revenues, earnings or other financial or operating metrics or measures for any period (it being understood that the changes and effects giving rise to or contributing to such failure may (to the extent not otherwise excluded hereby) constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred); (d) any change resulting from the announcement, execution or delivery of this Agreement, including (i) the failure of the Company or its Subsidiaries to take any action if Parent’s prior consent is required hereunder and Parent unreasonably withholds consent to taking of such action after receipt of the written request therefor from the Company; (ii) any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement (but not any finally adjudicated breach of fiduciary duty or any violation of Law itself); (iii) any action taken by Parent or any Affiliate thereof to obtain any Required Statutory Approval from any Governmental Entity or satisfy any condition to the consummation of the Merger and the result of such actions; (iv) any change to the extent that arises out of or relates to the identity of Parent or any of its Affiliates as the acquirer of the Company; or (v) the impact of the announcement, execution or delivery on relationships with employees and labor unions, customers, suppliers, distributors, Governmental Entities and other Persons (it being understood that this clause (d) shall not apply with respect to the representations or warranties in Section 3.05 (or any condition to any Party’s obligation to consummate the Merger relating to such representation and warranty); (e) any change in the market price or trading volume of shares of Company Common Stock on the NYSE (it being understood that the changes and effects giving rise to or contributing to any such change may (if not otherwise excluded hereby) constitute or be taken into account in determining whether a Company Material Adverse Effect has occurred); (f) any change in applicable Law, regulation or GAAP (or authoritative interpretation thereof); (g) any applicable quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Laws, promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19 (“COVID-19 Measures”); (h) any geopolitical conditions, the outbreak or escalation of hostilities, any act of war, sabotage or purported terrorism, or any escalation or worsening of any such act of war, sabotage or purported terrorism; (i) any change or effect arising from any hurricane, strong winds, ice event, fire, tornado, tsunami, flood, earthquake, pandemics (including SARS-CoV-2 or COVID-19, any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks (“COVID-19”)), epidemics or other outbreaks of diseases, or other natural disaster or extreme weather-related event, circumstance or development (or escalation or worsening of any such events or occurrences, including, as applicable, second or subsequent wave(s)); and (j) any change or effect arising from any requirements imposed by any Governmental Entity as a condition to obtaining the Required Statutory Approvals; provided, however, that any fact, circumstance, effect, change, event or development set forth in clauses (a), (b), (f), (h) and (i) above may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent such change or effect has a disproportionate adverse effect on the Company and the Company Subsidiaries, taken as a whole, as compared to other participants in the industries in which the Company and the Company Subsidiaries operate (in which case, only the incremental disproportionate impact may be taken into account in determining whether there has been, or would be, a Company Material Adverse Effect). ",
"file_path": "maud/W_R_Grace_Co_40_North_Management_LLC.txt",
"span": [
282796,
288279
]
}
] |
maud_1620
|
Consider the Merger Agreement between "II-VI Incorporated" and "Coherent, Inc."; What is the Definition of "Interveining Event"
|
(vii) “Company Intervening Event” means any material event or development or material change in circumstances first occurring or arising after the date of this Agreement and prior to the Company Stockholder Approval if and only if such event, development or change in circumstances was neither known by the Company Board or those individuals listed on Section 8.15(a) of the Company Disclosure Letter nor reasonably foreseeable by such persons as of or prior to the date of this Agreement; provided that in no event shall the following events, developments or changes in circumstances constitute a Company Intervening Event: (A) events, developments or changes that involve or relate to a Company Takeover Proposal (which matters shall be addressed by and subject to Section 5.4(b)); or (B) the fact in and of itself that the Company or Parent meets or exceeds or fails to meet or exceed internal or published projections, forecasts or revenue or earnings predictions for any period; provided that the exceptions in clause (B) shall not exclude any event, development or change in circumstance underlying any such change in market price or trading volume, or meeting or exceeding, or failure to meet or exceed such projections, forecasts or predictions.
|
maud/Coherent, Inc._II-VI Incorporated.txt
| 1 |
[
{
"answer": "(vii) “Company Intervening Event” means any material event or development or material change in circumstances first occurring or arising after the date of this Agreement and prior to the Company Stockholder Approval if and only if such event, development or change in circumstances was neither known by the Company Board or those individuals listed on Section 8.15(a) of the Company Disclosure Letter nor reasonably foreseeable by such persons as of or prior to the date of this Agreement; provided that in no event shall the following events, developments or changes in circumstances constitute a Company Intervening Event: (A) events, developments or changes that involve or relate to a Company Takeover Proposal (which matters shall be addressed by and subject to Section 5.4(b)); or (B) the fact in and of itself that the Company or Parent meets or exceeds or fails to meet or exceed internal or published projections, forecasts or revenue or earnings predictions for any period; provided that the exceptions in clause (B) shall not exclude any event, development or change in circumstance underlying any such change in market price or trading volume, or meeting or exceeding, or failure to meet or exceed such projections, forecasts or predictions. ",
"file_path": "maud/Coherent, Inc._II-VI Incorporated.txt",
"span": [
375976,
377230
]
}
] |
maud_18
|
Consider the Acquisition Agreement between Parent "LVMH Moët Hennessy-Louis Vuitton SE" and Target "Tiffany & Co."; Is there a Tail provision for acquisition proposals
|
9.5 Effect of Termination and Abandonment. (b) The Company shall pay to Parent, by wire transfer of immediately available funds, a termination fee in the amount of $575,000,000 (the “Company Termination Fee”) in the event that this Agreement is terminated:
(i) by either the Company or Parent pursuant to Section 9.2(a), or Section 9.2(b) and, in each case;
(A) any Person shall have made an Acquisition Proposal to the Company or its stockholders (whether or not conditional or not withdrawn) or publicly announced an intention (whether or not conditional and whether or not withdrawn) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, and
(B) within twelve (12) months after such termination, the Company enters into any Alternative Acquisition Agreement with respect to any Acquisition Proposal (with “fifty percent (50%)” being substituted in lieu of “fifteen percent (15%)” in each instance thereof in the definition of “Acquisition Proposal” for purposes of this Section 9.5(b)(i)(B)), then immediately prior to or concurrently with the occurrence of such entry into an Alternative Acquisition Agreement,
|
maud/TIFFANY_&_CO._LVMH_MOËT_HENNESSY-LOUIS_VUITTON.txt
| 2 |
[
{
"answer": "9.5 Effect of Termination and Abandonment. \n\n\n",
"file_path": "maud/TIFFANY_&_CO._LVMH_MOËT_HENNESSY-LOUIS_VUITTON.txt",
"span": [
304295,
304341
]
},
{
"answer": "(b) The Company shall pay to Parent, by wire transfer of immediately available funds, a termination fee in the amount of $575,000,000 (the “Company Termination Fee”) in the event that this Agreement is terminated: \n\n\n(i) by either the Company or Parent pursuant to Section 9.2(a), or Section 9.2(b) and, in each case; \n\n\n(A) any Person shall have made an Acquisition Proposal to the Company or its stockholders (whether or not conditional or not withdrawn) or publicly announced an intention (whether or not conditional and whether or not withdrawn) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, and \n\n\n(B) within twelve (12) months after such termination, the Company enters into any Alternative Acquisition Agreement with respect to any Acquisition Proposal (with “fifty percent (50%)” being substituted in lieu of “fifteen percent (15%)” in each instance thereof in the definition of “Acquisition Proposal” for purposes of this Section 9.5(b)(i)(B)), then immediately prior to or concurrently with the occurrence of such entry into an Alternative Acquisition Agreement, ",
"file_path": "maud/TIFFANY_&_CO._LVMH_MOËT_HENNESSY-LOUIS_VUITTON.txt",
"span": [
305380,
306495
]
}
] |
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