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maud_977
|
Consider the Acquisition Agreement between Parent "BIOVENTUS INC." and Target "MISONIX, INC."; What is the Definition of "Knowledge"
|
“knowledge of the Company” or “the Company’s knowledge” shall mean the current actual knowledge, after inquiry of direct reports reasonably likely to have knowledge of the applicable subject matter, of the individuals listed in Part “Definitions” of the Company Disclosure Schedule.
|
maud/Misonix_Inc_Bioventus_Inc.txt
| 1 |
[
{
"answer": "“knowledge of the Company” or “the Company’s knowledge” shall mean the current actual knowledge, after inquiry of direct reports reasonably likely to have knowledge of the applicable subject matter, of the individuals listed in Part “Definitions” of the Company Disclosure Schedule. \n\n\n",
"file_path": "maud/Misonix_Inc_Bioventus_Inc.txt",
"span": [
426775,
427061
]
}
] |
maud_838
|
Consider the Acquisition Agreement between Parent "ICON PLC" and Target "PRA Health Sciences, Inc."; Where is the No-Shop Clause
|
Section 6.02 Company No Solicitation.
(a) Company Takeover Proposal. During the Interim Period, the Company shall not, shall cause its Subsidiaries and its and their officers, employees and directors not to, and shall use reasonable best efforts to cause the other Representatives of the Company and its Subsidiaries not to, directly or indirectly, solicit, initiate, propose, or knowingly facilitate or knowingly encourage the submission of any Company Takeover Proposal or the making of any proposal that would reasonably be expected to lead to any Company Takeover Proposal, or, except as expressly permitted by Section 6.02(b) or Section 6.02(d): (i) enter into, continue, conduct, engage or otherwise participate in in any discussions or negotiations with, disclose any non-public information relating to the Company or its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or its Subsidiaries to, or knowingly assist, knowingly facilitate, or knowingly encourage the making of any proposal or offer that constitutes, or would reasonably be expected to result in, a Company Takeover Proposal; (ii) (A) amend or grant any waiver or release under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities of the Company or its Subsidiaries (provided that the Company shall be permitted on a confidential non-public basis to release or waive any explicit or implicit standstill or similar agreement solely to the extent necessary to permit the relevant party thereto to submit a Company Takeover Proposal to the Company Board on a confidential non- public basis and solely to the extent the Company Board determines in good faith that the failure to do so would be inconsistent with the Company Board’s fiduciary duties under applicable Law), or (B) approve any transaction under, or any Third Party becoming an “interested stockholder” under, Section 203 of the DGCL; (iii) enter into any agreement in principle, memorandum of understanding, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract (other than an Acceptable Confidentiality Agreement as provided in Section 6.02(b) entered into compliance with Section 6.02(b)) relating to any Company Takeover Proposal (each, a “Company Acquisition Agreement”); or (iv) approve, authorize, agree or publicly announce an intention to do any of the foregoing; provided, that notwithstanding anything to the contrary in this Agreement, the Company or any of its Representatives may, in response to an inquiry or proposal from a Third Party, inform such Third Party of the restrictions imposed by the provisions of this Section 6.02. Except as expressly permitted by this Section 6.02, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall not, shall cause its Subsidiaries and its and their officers, employees and directors not to, and shall use reasonable best efforts to cause the other Representatives of the Company and its Subsidiaries not to continue, any and all existing activities, discussions, or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Company Takeover Proposal and shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in possession of non-public information in respect of the Company and its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information and immediately terminate access by any Third Party to any physical or electronic data room relating to any potential Company Takeover Proposal. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.02(a) by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company acting at the Company’s direction shall be deemed to constitute a breach of this Section 6.02(a) by the Company.
|
maud/PRA Health Sciences, Inc._ICON plc.txt
| 1 |
[
{
"answer": "Section 6.02 Company No Solicitation. \n\n\n(a) Company Takeover Proposal. During the Interim Period, the Company shall not, shall cause its Subsidiaries and its and their officers, employees and directors not to, and shall use reasonable best efforts to cause the other Representatives of the Company and its Subsidiaries not to, directly or indirectly, solicit, initiate, propose, or knowingly facilitate or knowingly encourage the submission of any Company Takeover Proposal or the making of any proposal that would reasonably be expected to lead to any Company Takeover Proposal, or, except as expressly permitted by Section 6.02(b) or Section 6.02(d): (i) enter into, continue, conduct, engage or otherwise participate in in any discussions or negotiations with, disclose any non-public information relating to the Company or its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or its Subsidiaries to, or knowingly assist, knowingly facilitate, or knowingly encourage the making of any proposal or offer that constitutes, or would reasonably be expected to result in, a Company Takeover Proposal; (ii) (A) amend or grant any waiver or release under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities of the Company or its Subsidiaries (provided that the Company shall be permitted on a confidential non-public basis to release or waive any explicit or implicit standstill or similar agreement solely to the extent necessary to permit the relevant party thereto to submit a Company Takeover Proposal to the Company Board on a confidential non- public basis and solely to the extent the Company Board determines in good faith that the failure to do so would be inconsistent with the Company Board’s fiduciary duties under applicable Law), or (B) approve any transaction under, or any Third Party becoming an “interested stockholder” under, Section 203 of the DGCL; (iii) enter into any agreement in principle, memorandum of understanding, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other Contract (other than an Acceptable Confidentiality Agreement as provided in Section 6.02(b) entered into compliance with Section 6.02(b)) relating to any Company Takeover Proposal (each, a “Company Acquisition Agreement”); or (iv) approve, authorize, agree or publicly announce an intention to do any of the foregoing; provided, that notwithstanding anything to the contrary in this Agreement, the Company or any of its Representatives may, in response to an inquiry or proposal from a Third Party, inform such Third Party of the restrictions imposed by the provisions of this Section 6.02. Except as expressly permitted by this Section 6.02, the Company Board shall not effect a Company Adverse Recommendation Change. The Company shall not, shall cause its Subsidiaries and its and their officers, employees and directors not to, and shall use reasonable best efforts to cause the other Representatives of the Company and its Subsidiaries not to continue, any and all existing activities, discussions, or negotiations, if any, with any Third Party conducted prior to the date hereof with respect to any Company Takeover Proposal and shall use its reasonable best efforts to cause any such Third Party (or its agents or advisors) in possession of non-public information in respect of the Company and its Subsidiaries that was furnished by or on behalf of the Company or its Subsidiaries to return or destroy (and confirm destruction of) all such information and immediately terminate access by any Third Party to any physical or electronic data room relating to any potential Company Takeover Proposal. Without limiting the generality of the foregoing, it is understood that any breach of the restrictions set forth in this Section 6.02(a) by any director or officer of the Company or any of its Subsidiaries or by any other Representative of the Company acting at the Company’s direction shall be deemed to constitute a breach of this Section 6.02(a) by the Company. \n\n\n",
"file_path": "maud/PRA Health Sciences, Inc._ICON plc.txt",
"span": [
306855,
311044
]
}
] |
maud_1187
|
Consider the Acquisition Agreement between Parent "Ambience Parent, Inc." and Target "At Home Group Inc."; Where is the No-Shop Clause
|
Section 5.2. Acquisition Proposals. (a) Except as permitted by this Section 5.2, the Company shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their directors, officers, employees, other Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, directly or indirectly (i) initiate or solicit, or knowingly facilitate or encourage, any inquiries, discussions or requests with respect to or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (an “Inquiry”), (ii) engage in or otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or Inquiry or that would reasonably be expected to lead to an Acquisition Proposal, or provide any access to its properties, books or records or any non-public information to any Person relating to the Company or any of its Subsidiaries in connection with the foregoing, (iii) enter into any other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or similar agreement (other than an Acceptable Confidentiality Agreement) with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”), (iv) approve, endorse, declare advisable or recommend any Acquisition Proposal, (v) take any action to make the provisions of any Takeover Statute or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company inapplicable to any transactions contemplated by any Acquisition Proposal or (vi) authorize, commit to, agree or publicly propose to do any of the foregoing. As of the No-Shop Period Start Date (as defined in the Original Agreement), the Company has, and has caused its Subsidiaries and its and their directors, officers and employees and has instructed its Affiliates and other Representatives to immediately cease all solicitations, discussions and negotiations with any Persons (other than Parent and its Representatives) that may be ongoing with respect to an Acquisition Proposal or Inquiry and request that each such Person (other than Parent and its Representatives) promptly return or destroy all confidential information furnished to such Person by or on behalf of the Company in connection with any such Acquisition Proposal or Inquiry.
|
maud/At Home Group Inc._Hellman_Friedman LLC (A&R).txt
| 1 |
[
{
"answer": "Section 5.2. Acquisition Proposals. (a) Except as permitted by this Section 5.2, the Company shall not, and shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its and their directors, officers, employees, other Affiliates, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, directly or indirectly (i) initiate or solicit, or knowingly facilitate or encourage, any inquiries, discussions or requests with respect to or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (an “Inquiry”), (ii) engage in or otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or Inquiry or that would reasonably be expected to lead to an Acquisition Proposal, or provide any access to its properties, books or records or any non-public information to any Person relating to the Company or any of its Subsidiaries in connection with the foregoing, (iii) enter into any other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, merger agreement or similar agreement (other than an Acceptable Confidentiality Agreement) with respect to an Acquisition Proposal (an “Alternative Acquisition Agreement”), (iv) approve, endorse, declare advisable or recommend any Acquisition Proposal, (v) take any action to make the provisions of any Takeover Statute or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company inapplicable to any transactions contemplated by any Acquisition Proposal or (vi) authorize, commit to, agree or publicly propose to do any of the foregoing. As of the No-Shop Period Start Date (as defined in the Original Agreement), the Company has, and has caused its Subsidiaries and its and their directors, officers and employees and has instructed its Affiliates and other Representatives to immediately cease all solicitations, discussions and negotiations with any Persons (other than Parent and its Representatives) that may be ongoing with respect to an Acquisition Proposal or Inquiry and request that each such Person (other than Parent and its Representatives) promptly return or destroy all confidential information furnished to such Person by or on behalf of the Company in connection with any such Acquisition Proposal or Inquiry. ",
"file_path": "maud/At Home Group Inc._Hellman_Friedman LLC (A&R).txt",
"span": [
147412,
149900
]
}
] |
maud_226
|
Consider the Acquisition Agreement between Parent "Tyler Technologies, Inc." and Target "NIC Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
6.6 Reasonable Best Efforts.
(a) Subject to the terms and conditions of this Agreement, each Party will use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, including the Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Transactions, including the Merger, and (ii) taking all actions as may be necessary, subject to the limitations in this Section 6.6, to obtain (and cooperating with each other in obtaining) all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders, and approvals.
|
maud/NIC Inc._Tyler Technologies, Inc..txt
| 1 |
[
{
"answer": "6.6 Reasonable Best Efforts. \n\n\n(a) Subject to the terms and conditions of this Agreement, each Party will use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, including the Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Transactions, including the Merger, and (ii) taking all actions as may be necessary, subject to the limitations in this Section 6.6, to obtain (and cooperating with each other in obtaining) all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders, and approvals. ",
"file_path": "maud/NIC Inc._Tyler Technologies, Inc..txt",
"span": [
178147,
179465
]
}
] |
maud_526
|
Consider the Merger Agreement between "TELEDYNE TECHNOLOGIES INCORPORATED" and "FLIR SYSTEMS, INC."; Information about the Closing Condition: Compliance with Covenants
|
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: (b) Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of 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/FLIR Systems, Inc._Teledyne Technologies Incorporated.txt
| 2 |
[
{
"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: ",
"file_path": "maud/FLIR Systems, Inc._Teledyne Technologies Incorporated.txt",
"span": [
273988,
274324
]
},
{
"answer": "(b) Performance and Obligations of the Company. The Company shall have performed or complied in all material respects with each of 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/FLIR Systems, Inc._Teledyne Technologies Incorporated.txt",
"span": [
275305,
275713
]
}
] |
maud_382
|
Consider the Acquisition Agreement between Parent "DESKTOP METAL, INC." and Target "THE EXONE COMPANY"; What is the Definition of "Knowledge"
|
“knowledge” when used with respect to (i) the Company, means the actual knowledge of any fact, circumstance or condition of those employees of the Company identified in Section 8.3(i) of the Company Disclosure Letter and (ii) Parent, means the actual knowledge of any fact, circumstance or condition of those employees of Parent identified in Section 8.3(ii) of the Parent Disclosure Letter;
|
maud/The_ExOne_Company~Desktop_Metal.txt
| 1 |
[
{
"answer": "“knowledge” when used with respect to (i) the Company, means the actual knowledge of any fact, circumstance or condition of those employees of the Company identified in Section 8.3(i) of the Company Disclosure Letter and (ii) Parent, means the actual knowledge of any fact, circumstance or condition of those employees of Parent identified in Section 8.3(ii) of the Parent Disclosure Letter; ",
"file_path": "maud/The_ExOne_Company~Desktop_Metal.txt",
"span": [
316093,
316487
]
}
] |
maud_157
|
Consider the Acquisition Agreement between Parent "Electronic Arts Inc." and Target "Glu Mobile Inc."; What are the Ordinary course of business covenants
|
Section 4.1 Covenants of the Company. Except as expressly provided or permitted herein, set forth in Section 4.1 of the Company Disclosure Letter or consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the period commencing on the Agreement Date and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to (1) act and carry on its business in the ordinary course of business consistent with past practice, except with respect to actions or omissions that constitute COVID-19 Responses
|
maud/Glu Mobile Inc._Electronic Arts Inc..txt
| 1 |
[
{
"answer": "Section 4.1 Covenants of the Company. Except as expressly provided or permitted herein, set forth in Section 4.1 of the Company Disclosure Letter or consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the period commencing on the Agreement Date and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to (1) act and carry on its business in the ordinary course of business consistent with past practice, except with respect to actions or omissions that constitute COVID-19 Responses",
"file_path": "maud/Glu Mobile Inc._Electronic Arts Inc..txt",
"span": [
127797,
128508
]
}
] |
maud_1625
|
Consider the Merger Agreement between "QTS Realty Trust, Inc." and "QualityTech, LP"; What is the Type of Consideration
|
(b) Company Share Merger Consideration; Conversion of Company Shares. At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of any holder thereof, each share of Class A Common Stock (each, a “Company Class A Share”) and each share of Class B Common Stock (each, a “Company Class B Share” and together with the Company Class A Shares, the “Company Shares” and individually each, a “Company Share”) (other than any Excluded Shares) issued and outstanding immediately prior to the Company Merger Effective Time, subject to the terms and conditions set forth herein, shall automatically be converted into the right to receive an amount in cash equal to seventy-eight dollars ($78.00), without interest (the “Per Company Share Merger Consideration”). The aggregate amount of cash payable to holders of Company Shares as the Per Company Share Merger Consideration is hereinafter referred to as the “Company Share Merger Consideration.” The Per Company Share Merger Consideration shall be subject to adjustments as contemplated by Section 2.8 and Section 5.11.
|
maud/QTS Realty Trust, Inc._The Blackstone Group Inc..txt
| 1 |
[
{
"answer": "(b) Company Share Merger Consideration; Conversion of Company Shares. At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of any holder thereof, each share of Class A Common Stock (each, a “Company Class A Share”) and each share of Class B Common Stock (each, a “Company Class B Share” and together with the Company Class A Shares, the “Company Shares” and individually each, a “Company Share”) (other than any Excluded Shares) issued and outstanding immediately prior to the Company Merger Effective Time, subject to the terms and conditions set forth herein, shall automatically be converted into the right to receive an amount in cash equal to seventy-eight dollars ($78.00), without interest (the “Per Company Share Merger Consideration”). The aggregate amount of cash payable to holders of Company Shares as the Per Company Share Merger Consideration is hereinafter referred to as the “Company Share Merger Consideration.” The Per Company Share Merger Consideration shall be subject to adjustments as contemplated by Section 2.8 and Section 5.11. \n\n\n\n\n\n\n\n\n",
"file_path": "maud/QTS Realty Trust, Inc._The Blackstone Group Inc..txt",
"span": [
23522,
24648
]
}
] |
maud_1442
|
Consider the Merger Agreement between "Sanofi" and "Kadmon Holdings, Inc."; I want information about the Limitations on Antitrust Efforts
|
(d) Regulatory Matters. Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 5.6, each of the Company and Parent agree to take or cause to be taken the following actions: provided, that in no event shall anything in the Agreement require or be construed to require, the Company, Parent, or any of their respective Affiliates to (1) take, or agree to take any such actions unless all actions collectively would not be material to the business, operations, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries, taken as a whole, (2) take any action described in this Section 5.6(d)(ii) with respect to Parent, its Affiliates or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements or (3) defend through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person, including, any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions.
|
maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt
| 2 |
[
{
"answer": "(d) Regulatory Matters. Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 5.6, each of the Company and Parent agree to take or cause to be taken the following actions: \n\n\n",
"file_path": "maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt",
"span": [
169044,
169323
]
},
{
"answer": "provided, that in no event shall anything in the Agreement require or be construed to require, the Company, Parent, or any of their respective Affiliates to (1) take, or agree to take any such actions unless all actions collectively would not be material to the business, operations, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries, taken as a whole, (2) take any action described in this Section 5.6(d)(ii) with respect to Parent, its Affiliates or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements or (3) defend through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person, including, any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions. \n\n\n",
"file_path": "maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt",
"span": [
171184,
172080
]
}
] |
maud_1610
|
Consider the Acquisition Agreement between Parent "UNITEDHEALTH GROUP INCORPORATED" and Target "CHANGE HEALTHCARE INC."; Is there a Tail provision for acquisition proposals
|
9.5. Notice of Termination; Effect of Termination and Abandonment. (c) In the event this Agreement is terminated (B) within 12 months after such termination, the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement with respect to, or the Company Board shall have approved or recommended to the Company’s stockholders or otherwise not opposed, any Acquisition Proposal that is later consummated (regardless of whether or not such consummation happens prior to or following the end of such 12 month period) (provided, that solely for purposes of this clause (i), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Annex A, except that the reference to “15%” in such definition shall be replaced with a reference to “50%”), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds concurrently with the consummation of such Acquisition Proposal
|
maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt
| 3 |
[
{
"answer": "9.5. Notice of Termination; Effect of Termination and Abandonment. \n\n\n",
"file_path": "maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt",
"span": [
258707,
258777
]
},
{
"answer": "(c) In the event this Agreement is terminated ",
"file_path": "maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt",
"span": [
260126,
260172
]
},
{
"answer": "(B) within 12 months after such termination, the Company or any of Subsidiaries shall have entered into a definitive Alternative Acquisition Agreement with respect to, or the Company Board shall have approved or recommended to the Company’s stockholders or otherwise not opposed, any Acquisition Proposal that is later consummated (regardless of whether or not such consummation happens prior to or following the end of such 12 month period) (provided, that solely for purposes of this clause (i), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Annex A, except that the reference to “15%” in such definition shall be replaced with a reference to “50%”), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds concurrently with the consummation of such Acquisition Proposal",
"file_path": "maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt",
"span": [
261482,
262352
]
}
] |
maud_189
|
Consider the Acquisition Agreement between Parent "ELI LILLY AND COMPANY" and Target "PREVAIL THERAPEUTICS INC."; What is the Definition of "Superior Proposal"
|
“Superior Proposal” means any written bona fide (as reasonably determined by the Company Board in good faith) Acquisition Proposal received after the date of this Agreement that did not result from a material breach of Section 6.3(a) (except the references in the definition thereof to “twenty percent (20%)” will be replaced by “fifty percent (50%)”) that the Company Board or a committee thereof has determined in good faith, after consultation with outside counsel and its independent financial advisor, is superior to the Acquisition Proposal reflected in this Agreement, taking into account all of the terms and conditions (including all of the financial, regulatory, financing, conditionality, legal and other terms, as well as the likelihood of consummation thereof) and all other aspects of such Acquisition Proposal (including any changes to the terms of this Agreement proposed by Parent).
|
maud/Prevail Therapeutics Inc._Eli Lilly and Company.txt
| 1 |
[
{
"answer": "“Superior Proposal” means any written bona fide (as reasonably determined by the Company Board in good faith) Acquisition Proposal received after the date of this Agreement that did not result from a material breach of Section 6.3(a) (except the references in the definition thereof to “twenty percent (20%)” will be replaced by “fifty percent (50%)”) that the Company Board or a committee thereof has determined in good faith, after consultation with outside counsel and its independent financial advisor, is superior to the Acquisition Proposal reflected in this Agreement, taking into account all of the terms and conditions (including all of the financial, regulatory, financing, conditionality, legal and other terms, as well as the likelihood of consummation thereof) and all other aspects of such Acquisition Proposal (including any changes to the terms of this Agreement proposed by Parent). \n\n\n",
"file_path": "maud/Prevail Therapeutics Inc._Eli Lilly and Company.txt",
"span": [
238244,
239147
]
}
] |
maud_1314
|
Consider the Acquisition Agreement between Parent "ASTRO STONE INTERMEDIATE HOLDING, LLC" and Target "SELECT INTERIOR CONCEPTS, INC."; Where is the No-Shop Clause
|
Section 6.3 No Solicitation; Other Offers.
(a) General Prohibitions. Subject to Section 6.3(b), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to ARTICLE 10 and the Effective Time, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, (i) solicit, initiate or knowingly take any action to facilitate or encourage, directly or indirectly, the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Third Party in furtherance of any expression of interest, proposal or offer that constitutes or could reasonably be expected to result in an Acquisition Proposal (d) Application of this Provision to Representatives. Any violation or non-performance of the restrictions on the Company set forth in this Section 6.3 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3 by the Company.
|
maud/Select_Interior_Concepts_Astro_Stone.txt
| 2 |
[
{
"answer": "Section 6.3 No Solicitation; Other Offers. \n\n\n(a) General Prohibitions. Subject to Section 6.3(b), from the date hereof until the earlier to occur of the termination of this Agreement pursuant to ARTICLE 10 and the Effective Time, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, “Representatives”) not to, (i) solicit, initiate or knowingly take any action to facilitate or encourage, directly or indirectly, the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Third Party in furtherance of any expression of interest, proposal or offer that constitutes or could reasonably be expected to result in an Acquisition Proposal",
"file_path": "maud/Select_Interior_Concepts_Astro_Stone.txt",
"span": [
147385,
148442
]
},
{
"answer": "(d) Application of this Provision to Representatives. Any violation or non-performance of the restrictions on the Company set forth in this Section 6.3 by any Representative of the Company or any of its Subsidiaries shall be a breach of this Section 6.3 by the Company. \n\n\n",
"file_path": "maud/Select_Interior_Concepts_Astro_Stone.txt",
"span": [
158040,
158315
]
}
] |
maud_117
|
Consider the Acquisition Agreement between Parent "The Progressive Corporation" and Target "Protective Insurance Corporation"; Where is the Specific Performance clause
|
Section 9.10 Specific Performance. The parties agree that irreparable damage would occur and that the parties would not have an adequate remedy at law in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached and that money damages would not be an adequate remedy for any such failure to perform or breach. The parties accordingly agree that, without posting a bond or other undertaking, the parties (or any of them) shall be entitled to injunctive or other equitable relief to prevent a breach or breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement in addition to and without precluding or otherwise rendering unavailable any other remedy to which they are or could be entitled at law or in equity.
|
maud/Protective Insurance Corporation_The Progressive Corporation.txt
| 1 |
[
{
"answer": "Section 9.10 Specific Performance. The parties agree that irreparable damage would occur and that the parties would not have an adequate remedy at law in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached and that money damages would not be an adequate remedy for any such failure to perform or breach. The parties accordingly agree that, without posting a bond or other undertaking, the parties (or any of them) shall be entitled to injunctive or other equitable relief to prevent a breach or breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement in addition to and without precluding or otherwise rendering unavailable any other remedy to which they are or could be entitled at law or in equity. ",
"file_path": "maud/Protective Insurance Corporation_The Progressive Corporation.txt",
"span": [
230106,
230930
]
}
] |
maud_371
|
Consider the Acquisition Agreement between Parent "Roche Holdings, Inc." and Target "GenMark Diagnostics, Inc."; What about the Fiduciary exception to the No-Shop Clause
|
5.4 No Solicitation by the Company; Other Offers. (b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the Acceptance Time, in response to (i) an unsolicited bona fide written Acquisition Proposal that is first made after the date of this Agreement and that the Company Board determines in good faith (after consultation with its financial advisor) constitutes or could reasonably be expected to result in a Superior Proposal; or (ii) an unsolicited inquiry relating to an Acquisition Proposal by a Person that the Company Board determines in good faith is credible and reasonably capable of making a Superior Proposal (an “Inquiry”), the Company may, upon a good faith determination by the Company Board (after consultation with its outside counsel) that failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law and (after consultation with its financial advisor) that such Acquisition Proposal or Inquiry constitutes or would reasonably be expected to result in a Superior Proposal: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal or Inquiry (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that is on terms no less favorable to the Company than the Confidentiality Agreement (but that need not contain “standstill” or similar restrictions); and provided further, that any material non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall, to the extent not previously provided to Purchaser or Parent, be provided or made available to Purchaser or Parent as promptly as reasonably practicable after it is provided to such Person making such Acquisition Proposal; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal or Inquiry (and its Representatives) regarding such Acquisition Proposal or Inquiry. Prior to the Acceptance Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit an Acquisition Proposal being made to the Company if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. Notwithstanding anything to the contrary contained in this Agreement, provided that the Company has complied with Section 5.4(a), the Company and its Representatives may (x) following the receipt of an Acquisition Proposal, contact the Person making such Acquisition Proposal solely to clarify and understand the terms and conditions of such Acquisition Proposal made by such Person or (y) direct any such Person to this Agreement, including the specific provisions of Section 5.4(a).
|
maud/GenMark Diagnostics, Inc._Roche Holding Ltd.txt
| 2 |
[
{
"answer": "5.4 No Solicitation by the Company; Other Offers. ",
"file_path": "maud/GenMark Diagnostics, Inc._Roche Holding Ltd.txt",
"span": [
140732,
140782
]
},
{
"answer": "(b) Notwithstanding anything in this Section 5.4 to the contrary, at any time prior to the Acceptance Time, in response to (i) an unsolicited bona fide written Acquisition Proposal that is first made after the date of this Agreement and that the Company Board determines in good faith (after consultation with its financial advisor) constitutes or could reasonably be expected to result in a Superior Proposal; or (ii) an unsolicited inquiry relating to an Acquisition Proposal by a Person that the Company Board determines in good faith is credible and reasonably capable of making a Superior Proposal (an “Inquiry”), the Company may, upon a good faith determination by the Company Board (after consultation with its outside counsel) that failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law and (after consultation with its financial advisor) that such Acquisition Proposal or Inquiry constitutes or would reasonably be expected to result in a Superior Proposal: (A) furnish information with respect to the Company and the Company Subsidiaries to the Person making such Acquisition Proposal or Inquiry (and such Person’s Representatives); provided, however, that the Company and such Person enter into a customary confidentiality agreement that is on terms no less favorable to the Company than the Confidentiality Agreement (but that need not contain “standstill” or similar restrictions); and provided further, that any material non-public information concerning the Company or any Company Subsidiary provided or made available to the Person making such Acquisition Proposal shall, to the extent not previously provided to Purchaser or Parent, be provided or made available to Purchaser or Parent as promptly as reasonably practicable after it is provided to such Person making such Acquisition Proposal; and (B) participate in discussions or negotiations with the Person making such Acquisition Proposal or Inquiry (and its Representatives) regarding such Acquisition Proposal or Inquiry. Prior to the Acceptance Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit an Acquisition Proposal being made to the Company if the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. Notwithstanding anything to the contrary contained in this Agreement, provided that the Company has complied with Section 5.4(a), the Company and its Representatives may (x) following the receipt of an Acquisition Proposal, contact the Person making such Acquisition Proposal solely to clarify and understand the terms and conditions of such Acquisition Proposal made by such Person or (y) direct any such Person to this Agreement, including the specific provisions of Section 5.4(a). ",
"file_path": "maud/GenMark Diagnostics, Inc._Roche Holding Ltd.txt",
"span": [
142551,
145626
]
}
] |
maud_384
|
Consider the Acquisition Agreement between Parent "DESKTOP METAL, INC." and Target "THE EXONE COMPANY"; What about the Fiduciary exception to the No-Shop Clause
|
Section 5.3 Company Acquisition Proposals. (c) Notwithstanding anything to the contrary in this Agreement (including this Section 5.3), if at any time prior to obtaining the Company Stockholder Approval, (x)(i) the Company receives a bona fide written Company Acquisition Proposal that did not arise or result from a material breach of this Section 5.3, (i) the Company may contact the Person who has made such Company Acquisition Proposal in order to clarify the terms of such Company Acquisition Proposal so that the Company Board (or any committee thereof) may inform itself about such Company Acquisition Proposal, (ii) if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisors) that such Company Acquisition Proposal constitutes, or would be reasonably likely to constitute or lead to, a Company Superior Proposal and (iii) the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisors) that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, and (y) the Company has not breached this Section 5.3 in any material respect with respect to such Company Acquisition Proposal, the Company may (A) make available information (including non-public information) with respect to the Acquired Companies to the Person making such Company Acquisition Proposal pursuant to a Company Acceptable Confidentiality Agreement; and (B) participate in discussions or negotiations with such Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing following the receipt of any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal, which notice will include the identity of the person or persons making such Company Acquisition Proposal, a written summary of the material terms of such Company Acquisition Proposal and, concurrently with the delivery thereof to the person (or its Representatives) making the Company Acquisition Proposal, any information concerning the Company, the Company Subsidiaries or their businesses, assets or properties provided or made available to such other person (or its representatives) by the Company after receipt by the Company of the Company Acquisition Proposal that was not previously provided or made available to Parent (such information and documentation, the “Company Acquisition Proposal Information”). Following the delivery of such notice, the Company shall keep Parent reasonably informed on a prompt basis (and in any event within 24 hours) of any material developments, material discussions or material negotiations and the status thereof regarding any Company Acquisition Proposal described in the immediately preceding sentence, and none of the Company or any Company Subsidiary shall enter into any Contract that would prohibit them from providing the Company Acquisition Proposal Information to Parent or its Representatives.
|
maud/The_ExOne_Company~Desktop_Metal.txt
| 2 |
[
{
"answer": "Section 5.3 Company Acquisition Proposals. ",
"file_path": "maud/The_ExOne_Company~Desktop_Metal.txt",
"span": [
216274,
216329
]
},
{
"answer": "(c) Notwithstanding anything to the contrary in this Agreement (including this Section 5.3), if at any time prior to obtaining the Company Stockholder Approval, (x)(i) the Company receives a bona fide written Company Acquisition Proposal that did not arise or result from a material breach of this Section 5.3, (i) the Company may contact the Person who has made such Company Acquisition Proposal in order to clarify the terms of such Company Acquisition Proposal so that the Company Board (or any committee thereof) may inform itself about such Company Acquisition Proposal, (ii) if the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisors) that such Company Acquisition Proposal constitutes, or would be reasonably likely to constitute or lead to, a Company Superior Proposal and (iii) the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisors) that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, and (y) the Company has not breached this Section 5.3 in any material respect with respect to such Company Acquisition Proposal, the Company may (A) make available information (including non-public information) with respect to the Acquired Companies to the Person making such Company Acquisition Proposal pursuant to a Company Acceptable Confidentiality Agreement; and (B) participate in discussions or negotiations with such Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal. The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing following the receipt of any Company Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to a Company Acquisition Proposal, which notice will include the identity of the person or persons making such Company Acquisition Proposal, a written summary of the material terms of such Company Acquisition Proposal and, concurrently with the delivery thereof to the person (or its Representatives) making the Company Acquisition Proposal, any information concerning the Company, the Company Subsidiaries or their businesses, assets or properties provided or made available to such other person (or its representatives) by the Company after receipt by the Company of the Company Acquisition Proposal that was not previously provided or made available to Parent (such information and documentation, the “Company Acquisition Proposal Information”). Following the delivery of such notice, the Company shall keep Parent reasonably informed on a prompt basis (and in any event within 24 hours) of any material developments, material discussions or material negotiations and the status thereof regarding any Company Acquisition Proposal described in the immediately preceding sentence, and none of the Company or any Company Subsidiary shall enter into any Contract that would prohibit them from providing the Company Acquisition Proposal Information to Parent or its Representatives. ",
"file_path": "maud/The_ExOne_Company~Desktop_Metal.txt",
"span": [
219614,
222807
]
}
] |
maud_754
|
Consider the Acquisition Agreement between Parent "The Allstate Corporation" and Target "National General Holdings Corp."; What is the Type of Consideration
|
(c) Subject to Section 2.1(d), Section 2.1(e) and Section 2.2, each issued and outstanding Company Common Share (other than Company Common Shares to be cancelled in accordance with Section 2.1(b) and Appraisal Shares), shall be automatically converted into the right to receive $32.00 in cash, without interest thereon and subject to any required withholding of Taxes (the “Merger Consideration”), and such certificated Company Common Share and the certificate that formerly represented such Company Common Share (a “Certificate”) or such non-certificated Company Common Share in book-entry form (“Book- Entry Shares”), as the case may be, shall thereafter represent only the right to receive the Merger Consideration per Company Common Share represented thereby. For the avoidance of doubt, in addition to the Merger Consideration, immediately prior to and in connection with the Closing, holders of Company Common Shares will receive the Special Dividend as contemplated by Section 5.20
|
maud/National General Holdings Corp._The Allstate Corporation.txt
| 1 |
[
{
"answer": "(c) Subject to Section 2.1(d), Section 2.1(e) and Section 2.2, each issued and outstanding Company Common Share (other than Company Common Shares to be cancelled in accordance with Section 2.1(b) and Appraisal Shares), shall be automatically converted into the right to receive $32.00 in cash, without interest thereon and subject to any required withholding of Taxes (the “Merger Consideration”), and such certificated Company Common Share and the certificate that formerly represented such Company Common Share (a “Certificate”) or such non-certificated Company Common Share in book-entry form (“Book- Entry Shares”), as the case may be, shall thereafter represent only the right to receive the Merger Consideration per Company Common Share represented thereby. For the avoidance of doubt, in addition to the Merger Consideration, immediately prior to and in connection with the Closing, holders of Company Common Shares will receive the Special Dividend as contemplated by Section 5.20 ",
"file_path": "maud/National General Holdings Corp._The Allstate Corporation.txt",
"span": [
12828,
13830
]
}
] |
maud_1114
|
Consider the Acquisition Agreement between Parent "BridgeBio Pharma, Inc." and Target "Eidos Therapeutics, Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
(a) Cooperation. Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries, if any, to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as soon as practicable, including, subject to the other provisions of this Section 7.6, preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement including the Company Approvals and the Parent Approvals.
|
maud/Eidos Therapeutics, Inc._BridgeBio Pharma, Inc..txt
| 1 |
[
{
"answer": "(a) Cooperation. Subject to the terms and conditions set forth in this Agreement, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries, if any, to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as soon as practicable, including, subject to the other provisions of this Section 7.6, preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement including the Company Approvals and the Parent Approvals. ",
"file_path": "maud/Eidos Therapeutics, Inc._BridgeBio Pharma, Inc..txt",
"span": [
213141,
214259
]
}
] |
maud_581
|
Consider the Merger Agreement between "Nicolet Bankshares, Inc." and "Mackinac Financial Corporation"; What is the Definition of "Material Adverse Effect"
|
“Material Adverse Effect” as used with respect to a party, means an event, circumstance, change, effect or occurrence which, individually or together with any other event, circumstance, change, effect or occurrence: (i) is materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of such party and its Subsidiaries, taken as a whole; or (ii) materially impairs the ability of such party to perform its obligations under this Agreement or to consummate the Merger and the other Contemplated Transactions on a timely basis; provided that, in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent attributable to or resulting from: (A) changes in Legal Requirements and the interpretation of such Legal Requirements by courts or governmental authorities; (B) changes in GAAP or regulatory accounting requirements; (C) changes or events generally affecting banks, bank holding companies or financial holding companies, or the economy or the financial, securities or credit markets, including changes in prevailing interest rates, liquidity and quality, currency exchange rates, price levels or trading volumes in the U.S. or foreign securities markets; (D) changes in national or international political or social conditions including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon or within the United States; (E) the effects of any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, safety or any other Law, order, directive, guideline, guidance or recommendation promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and including the World Health Organization, in response to or relating in any way to the novel coronavirus disease, COVID-19 virus (SARS-COV-2) (or any mutation or variation thereof or related health condition, or any related or associated epidemics, pandemics or disease outbreaks); and (F) the effects of the actions expressly permitted or required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the Contemplated Transactions, including the costs and expenses associated therewith, including Transaction Costs, Severance Costs, and the response of customers, vendors, licensors, investors, or employees; except with respect to clauses (A), (B), (C), (D) and (E), to the extent that the effects of such change are materially disproportionately adverse to the financial condition, results of operations or business of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate.
|
maud/Mackinac Financial Corporation_Nicolet Bankshares, Inc..txt
| 1 |
[
{
"answer": "“Material Adverse Effect” as used with respect to a party, means an event, circumstance, change, effect or occurrence which, individually or together with any other event, circumstance, change, effect or occurrence: (i) is materially adverse to the business, condition (financial or otherwise), assets, liabilities or results of operations of such party and its Subsidiaries, taken as a whole; or (ii) materially impairs the ability of such party to perform its obligations under this Agreement or to consummate the Merger and the other Contemplated Transactions on a timely basis; provided that, in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent attributable to or resulting from: (A) changes in Legal Requirements and the interpretation of such Legal Requirements by courts or governmental authorities; (B) changes in GAAP or regulatory accounting requirements; (C) changes or events generally affecting banks, bank holding companies or financial holding companies, or the economy or the financial, securities or credit markets, including changes in prevailing interest rates, liquidity and quality, currency exchange rates, price levels or trading volumes in the U.S. or foreign securities markets; (D) changes in national or international political or social conditions including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon or within the United States; (E) the effects of any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, safety or any other Law, order, directive, guideline, guidance or recommendation promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and including the World Health Organization, in response to or relating in any way to the novel coronavirus disease, COVID-19 virus (SARS-COV-2) (or any mutation or variation thereof or related health condition, or any related or associated epidemics, pandemics or disease outbreaks); and (F) the effects of the actions expressly permitted or required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the Contemplated Transactions, including the costs and expenses associated therewith, including Transaction Costs, Severance Costs, and the response of customers, vendors, licensors, investors, or employees; except with respect to clauses (A), (B), (C), (D) and (E), to the extent that the effects of such change are materially disproportionately adverse to the financial condition, results of operations or business of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate. ",
"file_path": "maud/Mackinac Financial Corporation_Nicolet Bankshares, Inc..txt",
"span": [
231688,
234584
]
}
] |
maud_1023
|
Consider the Acquisition Agreement between Parent "VENTAS, INC." and Target "NEW SENIOR INVESTMENT GROUP INC."; Where is the Specific Performance clause
|
Section 8.11 Enforcement. The Parties agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Chosen Court, this being in addition to any other remedy to which they are entitled at law or in equity, without proof of actual damages, and each Party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy.
|
maud/New Senior Investment Group Inc._Ventas, Inc..txt
| 1 |
[
{
"answer": "Section 8.11 Enforcement. The Parties agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Chosen Court, this being in addition to any other remedy to which they are entitled at law or in equity, without proof of actual damages, and each Party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. ",
"file_path": "maud/New Senior Investment Group Inc._Ventas, Inc..txt",
"span": [
273322,
274077
]
}
] |
maud_672
|
Consider the Merger Agreement between "Bridge Bancorp, Inc." and "Dime Community Bancshares, Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
8.1.2. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings and in the case of the applications, notices, petitions and filings in respect of the Regulatory Approvals, use their reasonable best efforts to make them within sixty (60) days of the date of this Agreement, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities.
|
maud/Dime Community Bancshares, Inc._Bridge Bancorp, Inc..txt
| 1 |
[
{
"answer": "8.1.2. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings and in the case of the applications, notices, petitions and filings in respect of the Regulatory Approvals, use their reasonable best efforts to make them within sixty (60) days of the date of this Agreement, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. ",
"file_path": "maud/Dime Community Bancshares, Inc._Bridge Bancorp, Inc..txt",
"span": [
264497,
265338
]
}
] |
maud_816
|
Consider the Acquisition Agreement between Parent "Project Quick Parent, LLC" and Target "QAD Inc."; What is the Definition of "Material Adverse Effect"
|
“Company Material Adverse Effect” means any Effect (i) that, individually or in the aggregate with any one or more other Effects, has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole or (ii) would reasonably be expected to prevent, materially impair or delay beyond the Outside Date the consummation by the Company of the Merger; provided, however, that, with respect to clause (i) only, no Effect resulting or arising from the following, individually or in the aggregate with any one or more other Effects, shall constitute or shall be considered in determining whether there has occurred or would reasonably be expected to occur a Company Material Adverse Effect: (A) changes in economic, regulatory, political, business, financial or market conditions in the United States or elsewhere in the world; (B) changes in the credit, debt, financial or capital markets or in interest or exchange rates, in each case, in the United States or elsewhere in the world; (C) changes in conditions affecting the industry in which the Company and the Company Subsidiaries operate; (D) any outbreak of any military conflict, declared or undeclared war, armed hostilities, or acts of foreign or domestic terrorism (including cyber-terrorism); (E) any epidemic, plague, pandemic or other outbreak of illness or public health event (including COVID-19), hurricane, flood, tornado, earthquake or other natural disaster or act of God (or any worsening of any of the foregoing), including, in each case, the response of governmental and non-governmental entities (including COVID-19 Measures); (F) any failure by the Company or any of the Company Subsidiaries to meet any internal or external projections or forecasts, any change in the market price or trading volume of Company Common Stock or any change in the Company’s credit rating (but excluding, in each case, the underlying causes of such failure or decline unless such underlying causes are otherwise included in the exceptions to this definition); (G) the public announcement, pendency or performance of the Transactions or the identity of, or any facts or circumstances relating to Parent, Merger Sub or their respective Affiliates, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, investors, licensors, licensees, venture partners or employees (other than, in each case, for purposes of any representation or warranty set forth in Section 4.4 or Section 4.5); (H) changes in, including any actions taken to comply with any change in, applicable Laws or the interpretation thereof; (I) changes in, including any actions taken to comply with any change in, GAAP or any other applicable accounting standards or the interpretation thereof; (J) any action required or specifically permitted to be taken by the Company pursuant to the terms of this Agreement or taken at the direction of Parent or Merger Sub; (K) any breach of this Agreement by Parent or Merger Sub or (L) any stockholder litigation (or a derivative or similar claim) or other Proceeding brought in connection with this Agreement or any of the Transactions, including breach of fiduciary duty or inadequate disclosure claims; provided, further, that any Effect arising out of or resulting from any change or event referred to in clause (A), (B), (C), (D), (E), (H) or (I) 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 materially disproportionate adverse impact on the Company and the Company Subsidiaries, taken as a whole, as compared to any other participants that operate in the industries in which the Company and the Company Subsidiaries operate.
|
maud/QAD Inc._Thoma Bravo, L.P..txt
| 1 |
[
{
"answer": "“Company Material Adverse Effect” means any Effect (i) that, individually or in the aggregate with any one or more other Effects, has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole or (ii) would reasonably be expected to prevent, materially impair or delay beyond the Outside Date the consummation by the Company of the Merger; provided, however, that, with respect to clause (i) only, no Effect resulting or arising from the following, individually or in the aggregate with any one or more other Effects, shall constitute or shall be considered in determining whether there has occurred or would reasonably be expected to occur a Company Material Adverse Effect: (A) changes in economic, regulatory, political, business, financial or market conditions in the United States or elsewhere in the world; (B) changes in the credit, debt, financial or capital markets or in interest or exchange rates, in each case, in the United States or elsewhere in the world; (C) changes in conditions affecting the industry in which the Company and the Company Subsidiaries operate; (D) any outbreak of any military conflict, declared or undeclared war, armed hostilities, or acts of foreign or domestic terrorism (including cyber-terrorism); (E) any epidemic, plague, pandemic or other outbreak of illness or public health event (including COVID-19), hurricane, flood, tornado, earthquake or other natural disaster or act of God (or any worsening of any of the foregoing), including, in each case, the response of governmental and non-governmental entities (including COVID-19 Measures); (F) any failure by the Company or any of the Company Subsidiaries to meet any internal or external projections or forecasts, any change in the market price or trading volume of Company Common Stock or any change in the Company’s credit rating (but excluding, in each case, the underlying causes of such failure or decline unless such underlying causes are otherwise included in the exceptions to this definition); (G) the public announcement, pendency or performance of the Transactions or the identity of, or any facts or circumstances relating to Parent, Merger Sub or their respective Affiliates, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, investors, licensors, licensees, venture partners or employees (other than, in each case, for purposes of any representation or warranty set forth in Section 4.4 or Section 4.5); (H) changes in, including any actions taken to comply with any change in, applicable Laws or the interpretation thereof; (I) changes in, including any actions taken to comply with any change in, GAAP or any other applicable accounting standards or the interpretation thereof; (J) any action required or specifically permitted to be taken by the Company pursuant to the terms of this Agreement or taken at the direction of Parent or Merger Sub; (K) any breach of this Agreement by Parent or Merger Sub or (L) any stockholder litigation (or a derivative or similar claim) or other Proceeding brought in connection with this Agreement or any of the Transactions, including breach of fiduciary duty or inadequate disclosure claims; provided, further, that any Effect arising out of or resulting from any change or event referred to in clause (A), (B), (C), (D), (E), (H) or (I) 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 materially disproportionate adverse impact on the Company and the Company Subsidiaries, taken as a whole, as compared to any other participants that operate in the industries in which the Company and the Company Subsidiaries operate. ",
"file_path": "maud/QAD Inc._Thoma Bravo, L.P..txt",
"span": [
17815,
21734
]
}
] |
maud_206
|
Consider the Acquisition Agreement between Parent "salesforce.com, inc." and Target "Slack Technologies, Inc."; I want information about the Limitations on Antitrust Efforts
|
Notwithstanding anything to the contrary in this Agreement, none of Parent, Merger Sub I, Merger Sub II or any of their respective Subsidiaries shall be required to, and the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any of the foregoing, in the case of each of clauses (A), (B) and (C), if any such action would reasonably be expected to, individually or in the aggregate, (x) materially reduce the reasonably anticipated benefits to Parent of the transactions contemplated by this Agreement or (y) impact Parent, the Company or their respective Subsidiaries in a manner or amount that is material relative to the value of the Company and the Company Subsidiaries, taken as a whole;
|
maud/Slack Technologies, Inc._salesforce.com, inc..txt
| 1 |
[
{
"answer": "Notwithstanding anything to the contrary in this Agreement, none of Parent, Merger Sub I, Merger Sub II or any of their respective Subsidiaries shall be required to, and the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any of the foregoing, in the case of each of clauses (A), (B) and (C), if any such action would reasonably be expected to, individually or in the aggregate, (x) materially reduce the reasonably anticipated benefits to Parent of the transactions contemplated by this Agreement or (y) impact Parent, the Company or their respective Subsidiaries in a manner or amount that is material relative to the value of the Company and the Company Subsidiaries, taken as a whole; ",
"file_path": "maud/Slack Technologies, Inc._salesforce.com, inc..txt",
"span": [
242407,
244103
]
}
] |
maud_884
|
Consider the Merger Agreement between "Avangrid, Inc." and "PNM Resources, Inc."; What is the Definition of "Knowledge"
|
“knowledge” (i) with respect to the Company means the actual knowledge of any of the individuals listed in Section 9.5(dd) of the Company Disclosure Schedule
|
maud/PNM Resources, Inc._Avangrid, Inc..txt
| 1 |
[
{
"answer": "“knowledge” (i) with respect to the Company means the actual knowledge of any of the individuals listed in Section 9.5(dd) of the Company Disclosure Schedule ",
"file_path": "maud/PNM Resources, Inc._Avangrid, Inc..txt",
"span": [
308090,
308248
]
}
] |
maud_1099
|
Consider the Acquisition Agreement between Parent "Newport Holdings, LLC" and Target "The New Home Company Inc."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
4.10 Absence of Certain Changes or Events. (b) Since January 1, 2021 through the date of this Agreement, there has not occurred any Effect that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
|
maud/New_Home_Co_Apollo_Global_Management.txt
| 2 |
[
{
"answer": "4.10 Absence of Certain Changes or Events. \n\n\n",
"file_path": "maud/New_Home_Co_Apollo_Global_Management.txt",
"span": [
89556,
89602
]
},
{
"answer": "(b) Since January 1, 2021 through the date of this Agreement, there has not occurred any Effect that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. \n\n\n",
"file_path": "maud/New_Home_Co_Apollo_Global_Management.txt",
"span": [
89842,
90065
]
}
] |
maud_624
|
Consider the Merger Agreement between 'New York Community Bancorp, Inc.' and 'Flagstar Bancorp, Inc.'; I want information about the Limitations on Antitrust Efforts
|
Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require NYCB or any of its Subsidiaries, or permit Flagstar or any of its Subsidiaries (without the prior written consent of NYCB), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect on the Surviving Entity and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”).
|
maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt
| 1 |
[
{
"answer": "Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require NYCB or any of its Subsidiaries, or permit Flagstar or any of its Subsidiaries (without the prior written consent of NYCB), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect on the Surviving Entity and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). ",
"file_path": "maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
247880,
248524
]
}
] |
maud_200
|
Consider the Acquisition Agreement between Parent "salesforce.com, inc." and Target "Slack Technologies, Inc."; What is the Definition of "Superior Proposal"
|
Section 5.3. No Solicitation by the Company. “Superior Proposal” means a bona fide, written Acquisition Proposal (with references in the definition thereof to fifteen percent (15%) and eighty-five percent (85%) being deemed to be replaced with references to eighty percent (80%) and twenty percent (20%), respectively) by a third party, which the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel and financial advisors to be more favorable to the Company Stockholders from a financial point of view than the Mergers, taking into account all relevant factors (including all the terms and conditions of such proposal or offer (including the transaction consideration, conditionality, timing, certainty of financing and/or regulatory approvals and likelihood of consummation) and this Agreement (and, if applicable, any changes to the terms of this Agreement proposed by Parent pursuant to Section 5.3)).
|
maud/Slack Technologies, Inc._salesforce.com, inc..txt
| 2 |
[
{
"answer": "Section 5.3. No Solicitation by the Company. ",
"file_path": "maud/Slack Technologies, Inc._salesforce.com, inc..txt",
"span": [
206951,
206996
]
},
{
"answer": "“Superior Proposal” means a bona fide, written Acquisition Proposal (with references in the definition thereof to fifteen percent (15%) and eighty-five percent (85%) being deemed to be replaced with references to eighty percent (80%) and twenty percent (20%), respectively) by a third party, which the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel and financial advisors to be more favorable to the Company Stockholders from a financial point of view than the Mergers, taking into account all relevant factors (including all the terms and conditions of such proposal or offer (including the transaction consideration, conditionality, timing, certainty of financing and/or regulatory approvals and likelihood of consummation) and this Agreement (and, if applicable, any changes to the terms of this Agreement proposed by Parent pursuant to Section 5.3)). \n\n\n",
"file_path": "maud/Slack Technologies, Inc._salesforce.com, inc..txt",
"span": [
378389,
379312
]
}
] |
maud_869
|
Consider the Acquisition Agreement between Parent "CONOCOPHILLIPS" and Target "CONCHO RESOURCES INC."; Where is the Closing Conditions: Regulatory Approvals clause
|
Notwithstanding anything herein to the contrary, Parent shall take any and all action necessary, including but not limited to (i) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (ii) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminating any venture or other arrangement; (iv) creating any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or (v) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Antitrust Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets; provided, however, that any such action may, at the discretion of the Company or Parent, be conditioned upon consummation of the Merger) (each a “Divestiture Action”) to ensure that no Governmental Entity enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any Law or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger, or to ensure that no Antitrust Authority with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the End Date;
|
maud/Concho Resources Inc._ConocoPhillips.txt
| 1 |
[
{
"answer": "Notwithstanding anything herein to the contrary, Parent shall take any and all action necessary, including but not limited to (i) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (ii) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminating any venture or other arrangement; (iv) creating any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or (v) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Antitrust Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets; provided, however, that any such action may, at the discretion of the Company or Parent, be conditioned upon consummation of the Merger) (each a “Divestiture Action”) to ensure that no Governmental Entity enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any Law or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger, or to ensure that no Antitrust Authority with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the End Date; ",
"file_path": "maud/Concho Resources Inc._ConocoPhillips.txt",
"span": [
228215,
229885
]
}
] |
maud_1240
|
Consider the Acquisition Agreement between Parent "Paloma Partners VI Holdings, LLC" and Target "Goodrich Petroleum Corporation"; Information about the Closing Condition: Compliance with Covenants
|
Notwithstanding any other provision of the Offer, but subject to the terms of this Agreement, Merger Sub shall not be required pursuant to Section 2.01(e) or otherwise to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the 1934 Act, pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares unless all of the following conditions have been satisfied: (D) the Company shall have complied with or performed in all material respects its obligations under this Agreement that are required to be complied with or performed at or prior to the Acceptance Time;
|
maud/Goodrich_Petroleum_Corporation_EnCap_Investments_L_P.txt
| 2 |
[
{
"answer": "Notwithstanding any other provision of the Offer, but subject to the terms of this Agreement, Merger Sub shall not be required pursuant to Section 2.01(e) or otherwise to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the 1934 Act, pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares unless all of the following conditions have been satisfied: ",
"file_path": "maud/Goodrich_Petroleum_Corporation_EnCap_Investments_L_P.txt",
"span": [
255955,
256453
]
},
{
"answer": "(D) the Company shall have complied with or performed in all material respects its obligations under this Agreement that are required to be complied with or performed at or prior to the Acceptance Time; \n\n\n",
"file_path": "maud/Goodrich_Petroleum_Corporation_EnCap_Investments_L_P.txt",
"span": [
259287,
259505
]
}
] |
maud_21
|
Consider the Acquisition Agreement between Parent "Ocala Bidco, Inc." and Target "Inovalon Holdings, Inc."; Information about the Closing Condition: Compliance with Covenants
|
Section 7.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or written waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: (b) Covenants. Each of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.
|
maud/Inovalon_Holdings_Management_Led_Buyout.txt
| 2 |
[
{
"answer": "Section 7.02 Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or written waiver by each of Parent and Merger Sub, if permissible under Applicable Law), at or prior to the Closing, of the following further conditions: \n\n\n",
"file_path": "maud/Inovalon_Holdings_Management_Led_Buyout.txt",
"span": [
262932,
263258
]
},
{
"answer": "(b) Covenants. Each of the covenants and obligations that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects. \n\n\n",
"file_path": "maud/Inovalon_Holdings_Management_Led_Buyout.txt",
"span": [
265283,
265494
]
}
] |
maud_1510
|
Consider the Acquisition Agreement between Parent "Marvell Technology Group Ltd." and Target "Inphi Corporation"; What is the Definition of "Knowledge"
|
“Knowledge” means with (a) with respect to the Company, the knowledge of the individuals identified on Part 1.1 of the Company Disclosure Schedule, after reasonable inquiry,
|
maud/Inphi Corporation_Marvell Technology Group Ltd..txt
| 1 |
[
{
"answer": "“Knowledge” means with (a) with respect to the Company, the knowledge of the individuals identified on Part 1.1 of the Company Disclosure Schedule, after reasonable inquiry, ",
"file_path": "maud/Inphi Corporation_Marvell Technology Group Ltd..txt",
"span": [
462877,
463051
]
}
] |
maud_1611
|
Consider the Acquisition Agreement between Parent "UNITEDHEALTH GROUP INCORPORATED" and Target "CHANGE HEALTHCARE INC."; What happens during a Breach of No-Shop clause
|
9.4. Termination by Parent. Subject to Section 9.5(a), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by Parent: (b) at any time prior to the time the Requisite Company Vote is obtained, if (ii) the Company shall have materially breached the obligations set forth in Section 7.2(a) (No Solicitation).
9.5. Notice of Termination; Effect of Termination and Abandonment. (c) In the event this Agreement is terminated and the transactions contemplated by this Agreement abandoned pursuant to this Article IX: (ii) by Parent pursuant to Section 9.4(b) (Change of Recommendation; Non-Solicit Breach), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds within three Business Days following the date of such termination and abandonment
|
maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt
| 5 |
[
{
"answer": "9.4. Termination by Parent. Subject to Section 9.5(a), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by Parent: \n\n\n",
"file_path": "maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt",
"span": [
257087,
257298
]
},
{
"answer": "(b) at any time prior to the time the Requisite Company Vote is obtained, if ",
"file_path": "maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt",
"span": [
258444,
258521
]
},
{
"answer": "(ii) the Company shall have materially breached the obligations set forth in Section 7.2(a) (No Solicitation). \n\n\n9.5. Notice of Termination; Effect of Termination and Abandonment. \n\n\n",
"file_path": "maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt",
"span": [
258593,
258777
]
},
{
"answer": "(c) In the event this Agreement is terminated and the transactions contemplated by this Agreement abandoned pursuant to this Article IX: \n\n\n",
"file_path": "maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt",
"span": [
260126,
260266
]
},
{
"answer": "(ii) by Parent pursuant to Section 9.4(b) (Change of Recommendation; Non-Solicit Breach), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds within three Business Days following the date of such termination and abandonment",
"file_path": "maud/Change Healthcare Inc._UnitedHealth Group Incorporated.txt",
"span": [
262357,
262653
]
}
] |
maud_840
|
Consider the Acquisition Agreement between Parent "ICON PLC" and Target "PRA Health Sciences, Inc."; What is the Definition of "Superior Proposal"
|
“Company Superior Proposal” means a bona fide written Company Takeover Proposal with respect to the Company or its Subsidiaries (except that, for purposes of this definition, each reference in the definition of “Company Takeover Proposal” to “15%” shall be “50%”), that the Company’s board determines in good faith (after consultation with outside legal counsel and a financial advisor of national reputation) (a) is reasonably likely to be consummated in accordance with its terms, taking into account all financial, legal, regulatory, timing and other aspects of such proposal and (b) would, if consummated, result in a transaction that is more favorable from a financial point of view to the holders of the Company’s common stock than the transactions contemplated by this Agreement, taking into account: (i) all financial considerations; (ii) the identity of the Third Party making such Company Takeover Proposal; (iii) the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of such Company Takeover Proposal; (iv) the other terms and conditions of such Company Takeover Proposal and the implications thereof on the Company, including relevant legal, regulatory, and other aspects of such Company Takeover Proposal deemed relevant by the Company (including any conditions relating to financing, stockholder approval, regulatory approvals, or other events or circumstances beyond the control of the Company); and (v) any revisions to the terms of this Agreement and the transaction contemplated by this Agreement proposed by Parent during the Company Superior Proposal Notice Period set forth in Section 6.02(d).
|
maud/PRA Health Sciences, Inc._ICON plc.txt
| 1 |
[
{
"answer": "“Company Superior Proposal” means a bona fide written Company Takeover Proposal with respect to the Company or its Subsidiaries (except that, for purposes of this definition, each reference in the definition of “Company Takeover Proposal” to “15%” shall be “50%”), that the Company’s board determines in good faith (after consultation with outside legal counsel and a financial advisor of national reputation) (a) is reasonably likely to be consummated in accordance with its terms, taking into account all financial, legal, regulatory, timing and other aspects of such proposal and (b) would, if consummated, result in a transaction that is more favorable from a financial point of view to the holders of the Company’s common stock than the transactions contemplated by this Agreement, taking into account: (i) all financial considerations; (ii) the identity of the Third Party making such Company Takeover Proposal; (iii) the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of such Company Takeover Proposal; (iv) the other terms and conditions of such Company Takeover Proposal and the implications thereof on the Company, including relevant legal, regulatory, and other aspects of such Company Takeover Proposal deemed relevant by the Company (including any conditions relating to financing, stockholder approval, regulatory approvals, or other events or circumstances beyond the control of the Company); and (v) any revisions to the terms of this Agreement and the transaction contemplated by this Agreement proposed by Parent during the Company Superior Proposal Notice Period set forth in Section 6.02(d). \n\n\n",
"file_path": "maud/PRA Health Sciences, Inc._ICON plc.txt",
"span": [
29193,
30919
]
}
] |
maud_277
|
Consider the Acquisition Agreement between Parent "Independent Bank Corp." and Target "Meridian Bancorp, Inc."; What is the Definition of "Superior Proposal"
|
“Company Superior Proposal” means any unsolicited bona fide written Company Acquisition Proposal with respect to more than 50% of the outstanding shares of capital stock of Company or substantially all of the assets of Company that is (a) on terms which the board of directors of Company determines in good faith (after taking into account all the terms and conditions of the Company Acquisition Proposal and this Agreement (including any proposal by the other party to this Agreement to adjust the terms and conditions of this Agreement), including any breakup fees, expense reimbursement provisions, conditions to and expected timing and risks of consummation, the form of consideration offered and the ability of the person making such proposal to obtain financing for such Company Acquisition Proposal, after consultation with its financial advisor, to be more favorable from a financial point of view to Company’s stockholders than the transactions contemplated by this Agreement, (b) that constitutes a transaction that, in the good faith judgment of the board of directors of Company, is reasonably likely to be consummated on the terms set forth, taking into account all legal, financial, regulatory, and other aspects of the proposal, and (c) for which financing, to the extent required, is then committed pursuant to a written commitment letter.
|
maud/Meridian Bancorp, Inc._Independent Bank Corp..txt
| 1 |
[
{
"answer": "“Company Superior Proposal” means any unsolicited bona fide written Company Acquisition Proposal with respect to more than 50% of the outstanding shares of capital stock of Company or substantially all of the assets of Company that is (a) on terms which the board of directors of Company determines in good faith (after taking into account all the terms and conditions of the Company Acquisition Proposal and this Agreement (including any proposal by the other party to this Agreement to adjust the terms and conditions of this Agreement), including any breakup fees, expense reimbursement provisions, conditions to and expected timing and risks of consummation, the form of consideration offered and the ability of the person making such proposal to obtain financing for such Company Acquisition Proposal, after consultation with its financial advisor, to be more favorable from a financial point of view to Company’s stockholders than the transactions contemplated by this Agreement, (b) that constitutes a transaction that, in the good faith judgment of the board of directors of Company, is reasonably likely to be consummated on the terms set forth, taking into account all legal, financial, regulatory, and other aspects of the proposal, and (c) for which financing, to the extent required, is then committed pursuant to a written commitment letter. ",
"file_path": "maud/Meridian Bancorp, Inc._Independent Bank Corp..txt",
"span": [
305916,
307272
]
}
] |
maud_962
|
Consider the Acquisition Agreement between Parent "Huntington Bancshares Incorporated" and Target "TCF Financial Corporation"; Where is the Closing Conditions: Regulatory Approvals clause
|
The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings required to obtain the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities.
|
maud/TCF Financial Corporation_Huntington Bancshares Incorporated.txt
| 1 |
[
{
"answer": "The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings required to obtain the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. ",
"file_path": "maud/TCF Financial Corporation_Huntington Bancshares Incorporated.txt",
"span": [
208584,
209461
]
}
] |
maud_485
|
Consider the Acquisition Agreement between Parent "Performance Food Group Company" and Target "Core-Mark Holding Company, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
Section 7.1 Termination. (d) Termination by the Company. The Company shall have the right to terminate this Agreement at any time prior to the First Effective Time if: (i) (A) the Company Board has authorized the Company to terminate this Agreement under this Section 7.1(d)(i) in response to a Superior Acquisition Proposal in compliance with Section 5.4(e) and (B) substantially concurrently with such termination, a written definitive agreement providing for the consummation of the transactions contemplated by such Superior Acquisition Proposal is duly executed and delivered by the Company and all other parties thereto; provided, however, that the Company shall, concurrently with such termination, pay, or cause to be paid to, Parent the Company Termination Fee under Section 7.3(a);
|
maud/Core-Mark Holding Company, Inc._Performance Food Group Company.txt
| 2 |
[
{
"answer": "Section 7.1 Termination. ",
"file_path": "maud/Core-Mark Holding Company, Inc._Performance Food Group Company.txt",
"span": [
267790,
267815
]
},
{
"answer": "(d) Termination by the Company. The Company shall have the right to terminate this Agreement at any time prior to the First Effective Time if: (i) (A) the Company Board has authorized the Company to terminate this Agreement under this Section 7.1(d)(i) in response to a Superior Acquisition Proposal in compliance with Section 5.4(e) and (B) substantially concurrently with such termination, a written definitive agreement providing for the consummation of the transactions contemplated by such Superior Acquisition Proposal is duly executed and delivered by the Company and all other parties thereto; provided, however, that the Company shall, concurrently with such termination, pay, or cause to be paid to, Parent the Company Termination Fee under Section 7.3(a); ",
"file_path": "maud/Core-Mark Holding Company, Inc._Performance Food Group Company.txt",
"span": [
272003,
272770
]
}
] |
maud_50
|
Consider the Acquisition Agreement between Parent "Gainwell Acquisition Corp." and Target "HMS Holdings Corp."; Where is the Specific Performance clause
|
Section 10.02 Remedies Cumulative; Specific Performance. The parties hereto agree that irreparable damage would occur, and that the parties would not have any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (including failing to take such actions as are required of it hereunder to consummate the Transactions). It is accordingly agreed that the parties shall be entitled to seek to obtain an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party is entitled at law or in equity.
|
maud/HMS Holdings Corp._Veritas Capital.txt
| 1 |
[
{
"answer": "Section 10.02 Remedies Cumulative; Specific Performance. The parties hereto agree that irreparable damage would occur, and that the parties would not have any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (including failing to take such actions as are required of it hereunder to consummate the Transactions). It is accordingly agreed that the parties shall be entitled to seek to obtain an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party is entitled at law or in equity. ",
"file_path": "maud/HMS Holdings Corp._Veritas Capital.txt",
"span": [
279404,
280234
]
}
] |
maud_1143
|
Consider the Merger Agreement between "Kite Realty Group Trust" and "Retail Properties of America, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
Section 9.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding approval thereof by the shareholders of Parent or the stockholders of Company (except as otherwise specified in this Section 9.1): (d) by Company: (iii) prior to obtaining the Company Stockholder Approval, if the Company Board determines to enter into a Company Alternative Acquisition Agreement with respect to a Company Superior Proposal in accordance with Section 7.3(d); provided, however, that this Agreement may not be so terminated unless substantially concurrently with the occurrence of such termination the payment required by Section 9.3(b)(i)(C) is made in full to Parent and the Company Alternative Acquisition Agreement is entered into with respect to such Company Superior Proposal, and in the event that such Company Alternative Acquisition Agreement is not
120
substantially concurrently entered into and such payment is not concurrently made, such termination shall be null and void.
|
maud/Retail_Properties_of_America_Inc_Kite_Realty_Group_Trust.txt
| 3 |
[
{
"answer": "Section 9.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, notwithstanding approval thereof by the shareholders of Parent or the stockholders of Company (except as otherwise specified in this Section 9.1): ",
"file_path": "maud/Retail_Properties_of_America_Inc_Kite_Realty_Group_Trust.txt",
"span": [
440839,
441131
]
},
{
"answer": "(d) by Company: ",
"file_path": "maud/Retail_Properties_of_America_Inc_Kite_Realty_Group_Trust.txt",
"span": [
446707,
446735
]
},
{
"answer": "(iii) prior to obtaining the Company Stockholder Approval, if the Company Board determines to enter into a Company Alternative Acquisition Agreement with respect to a Company Superior Proposal in accordance with Section 7.3(d); provided, however, that this Agreement may not be so terminated unless substantially concurrently with the occurrence of such termination the payment required by Section 9.3(b)(i)(C) is made in full to Parent and the Company Alternative Acquisition Agreement is entered into with respect to such Company Superior Proposal, and in the event that such Company Alternative Acquisition Agreement is not \n\n\n120 \n\n\n substantially concurrently entered into and such payment is not concurrently made, such termination shall be null and void. ",
"file_path": "maud/Retail_Properties_of_America_Inc_Kite_Realty_Group_Trust.txt",
"span": [
449230,
450010
]
}
] |
maud_491
|
Consider the Acquisition Agreement between Parent "Tribune Enterprises, LLC" and Target "Tribune Publishing Company"; 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. Except as set forth on Section 4.10 of the Company Disclosure Schedule, since the Company Balance Sheet Date through the date of this Agreement (a) the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices in all material respects and (b) there has not been any event, occurrence, development or state of circumstances or facts that has had a Company Material Adverse Effect.
|
maud/Tribune Publishing Company_Alden Global Capital LLC.txt
| 1 |
[
{
"answer": "Section 4.10. Absence of Certain Changes. Except as set forth on Section 4.10 of the Company Disclosure Schedule, since the Company Balance Sheet Date through the date of this Agreement (a) the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices in all material respects and (b) there has not been any event, occurrence, development or state of circumstances or facts that has had a Company Material Adverse Effect. ",
"file_path": "maud/Tribune Publishing Company_Alden Global Capital LLC.txt",
"span": [
78932,
79416
]
}
] |
maud_1667
|
Consider the Acquisition Agreement between Parent "Mitsubishi HC Capital Inc." and Target "CAI International, Inc."; Where is the No-Shop Clause
|
“Representatives” means, with respect to any Person, the directors, officers, employees, affiliates, investment bankers, attorneys, accountants and other advisors of such Person. Section 6.4 Acquisition Proposals. (a) Except as expressly permitted by this Section 6.4, until the Effective Time or, if earlier, the termination of this Agreement pursuant to and in accordance with Section 8.3(a), the Company shall not, and shall cause the Company Subsidiaries not to, and shall not authorize or permit its and the Company Subsidiaries’ Representatives to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Alternative Proposal or the making of any proposal that could reasonably be expected to lead to any Alternative Proposal, or, subject to this Section 6.4(a) or Section 6.4(b): (i) conduct or engage in any discussions or negotiations with, disclose or afford access to any non-public information relating to the Company or any Company Subsidiary to, or knowingly assist, participate in, knowingly facilitate, or knowingly encourage any effort by, any third party that is seeking to make, or has made, any Alternative Proposal; (ii) except where the Company Board (or a committee thereof) makes a good faith determination, after consultation with outside legal counsel and its financial advisor, that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any Company Subsidiaries; or (iii) enter into any agreement, letter of intent, term sheet or other Contract relating to any Alternative Proposal (each, a “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.4, the Company Board shall not effect a Company Adverse Recommendation Change. Except as expressly permitted by this Section 6.4, until the Effective Time, or, if earlier, the termination of this Agreement pursuant to and in accordance with Section 8.3(a), the Company shall, and shall cause the Company Subsidiaries to, cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Alternative Proposal, and the Company shall use its commercially reasonable efforts to cause (and shall send written notice demanding that) any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any Company Subsidiary that was furnished by or on behalf of the Company and the Company Subsidiaries to return or destroy all such information.
|
maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt
| 2 |
[
{
"answer": "“Representatives” means, with respect to any Person, the directors, officers, employees, affiliates, investment bankers, attorneys, accountants and other advisors of such Person. ",
"file_path": "maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt",
"span": [
36807,
36988
]
},
{
"answer": "Section 6.4 Acquisition Proposals. (a) Except as expressly permitted by this Section 6.4, until the Effective Time or, if earlier, the termination of this Agreement pursuant to and in accordance with Section 8.3(a), the Company shall not, and shall cause the Company Subsidiaries not to, and shall not authorize or permit its and the Company Subsidiaries’ Representatives to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Alternative Proposal or the making of any proposal that could reasonably be expected to lead to any Alternative Proposal, or, subject to this Section 6.4(a) or Section 6.4(b): (i) conduct or engage in any discussions or negotiations with, disclose or afford access to any non-public information relating to the Company or any Company Subsidiary to, or knowingly assist, participate in, knowingly facilitate, or knowingly encourage any effort by, any third party that is seeking to make, or has made, any Alternative Proposal; (ii) except where the Company Board (or a committee thereof) makes a good faith determination, after consultation with outside legal counsel and its financial advisor, that the failure to do so would be inconsistent with its fiduciary duties under applicable Law, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any Company Subsidiaries; or (iii) enter into any agreement, letter of intent, term sheet or other Contract relating to any Alternative Proposal (each, a “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.4, the Company Board shall not effect a Company Adverse Recommendation Change. Except as expressly permitted by this Section 6.4, until the Effective Time, or, if earlier, the termination of this Agreement pursuant to and in accordance with Section 8.3(a), the Company shall, and shall cause the Company Subsidiaries to, cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Alternative Proposal, and the Company shall use its commercially reasonable efforts to cause (and shall send written notice demanding that) any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any Company Subsidiary that was furnished by or on behalf of the Company and the Company Subsidiaries to return or destroy all such information. ",
"file_path": "maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt",
"span": [
188078,
190684
]
}
] |
maud_569
|
Consider the Merger Agreement between 'Penn Virginia Corporation' and 'Lonestar Resources US 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/Lonestar_Resources_US_Inc_Penn_Virginia_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/Lonestar_Resources_US_Inc_Penn_Virginia_Corporation.txt",
"span": [
346659,
347308
]
}
] |
maud_1133
|
Consider the Acquisition Agreement between Parent "Einstein MidCo, LLC" and Target "Echo Global Logistics, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
6.3 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 Company Requisite Vote is obtained, if (i)the Company Board authorizes the Company, subject to complying with the terms of this Agreement (including, for the avoidance of doubt, Section 4.2 hereof), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; and (ii)immediately prior to or concurrently with the termination of this Agreement the Company enters into an Alternative Acquisition Agreement with respect to a Superior Proposal; provided, that concurrently with such termination the Company pays the Company Termination Fee pursuant to Section 6.5(b);
|
maud/Echo_Global_Logistics_The_Jordan_Company_L_P.txt
| 1 |
[
{
"answer": "6.3 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 Company Requisite Vote is obtained, if (i)the Company Board authorizes the Company, subject to complying with the terms of this Agreement (including, for the avoidance of doubt, Section 4.2 hereof), to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; and (ii)immediately prior to or concurrently with the termination of this Agreement the Company enters into an Alternative Acquisition Agreement with respect to a Superior Proposal; provided, that concurrently with such termination the Company pays the Company Termination Fee pursuant to Section 6.5(b); ",
"file_path": "maud/Echo_Global_Logistics_The_Jordan_Company_L_P.txt",
"span": [
214197,
214964
]
}
] |
maud_455
|
Consider the Acquisition Agreement between Parent "AbbVie Inc." and Target "Soliton, Inc."; Information about the Closing Condition: No Litigation clause
|
legal or administrative claim, audit, arbitration, proceeding, suit, charge, claim, complaint, arbitration or action (an “Action”) SECTION 6.02. Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or waiver by Parent, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (e) Actions. There shall be no Action pending that has been instituted by a Governmental Authority of competent jurisdiction seeking any Judgment (i) to prevent, prohibit or make illegal the consummation of the Merger, or (ii) prohibit or materially limit Parent’s ability to own, control, direct, manage or operate the Company.
|
maud/Soliton_Inc_Abbvie_Inc.txt
| 3 |
[
{
"answer": "legal or administrative claim, audit, arbitration, proceeding, suit, charge, claim, complaint, arbitration or action (an “Action”) ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
53717,
53848
]
},
{
"answer": "SECTION 6.02. Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or waiver by Parent, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: \n\n\n",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
202768,
203075
]
},
{
"answer": "(e) Actions. There shall be no Action pending that has been instituted by a Governmental Authority of competent jurisdiction seeking any Judgment (i) to prevent, prohibit or make illegal the consummation of the Merger, or (ii) prohibit or materially limit Parent’s ability to own, control, direct, manage or operate the Company. \n\n\n",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
205556,
205888
]
}
] |
maud_665
|
Consider the Merger Agreement between "Bridge Bancorp, Inc." and "Dime Community Bancshares, Inc."; Information about the Closing Condition: Compliance with Covenants
|
9.2. Conditions to the Obligations of Bridge Bancorp under this Agreement. The obligations of Bridge Bancorp under this Agreement shall be further subject to the satisfaction of the following conditions at or prior to the Closing Date: 9.2.2. Agreements and Covenants. DCB shall have performed in all material respects all obligations and complied in all material respects with all agreements or covenants to be performed or complied with by it at or prior to the Closing Date, and Bridge Bancorp shall have received a certificate signed on behalf of DCB by the Chief Executive Officer and Chief Financial Officer of DCB to such effect dated as of the Effective Time.
|
maud/Dime Community Bancshares, Inc._Bridge Bancorp, Inc..txt
| 2 |
[
{
"answer": "9.2. Conditions to the Obligations of Bridge Bancorp under this Agreement. The obligations of Bridge Bancorp under this Agreement shall be further subject to the satisfaction of the following conditions at or prior to the Closing Date: ",
"file_path": "maud/Dime Community Bancshares, Inc._Bridge Bancorp, Inc..txt",
"span": [
278016,
278256
]
},
{
"answer": "9.2.2. Agreements and Covenants. DCB shall have performed in all material respects all obligations and complied in all material respects with all agreements or covenants to be performed or complied with by it at or prior to the Closing Date, and Bridge Bancorp shall have received a certificate signed on behalf of DCB by the Chief Executive Officer and Chief Financial Officer of DCB to such effect dated as of the Effective Time. ",
"file_path": "maud/Dime Community Bancshares, Inc._Bridge Bancorp, Inc..txt",
"span": [
280496,
280935
]
}
] |
maud_522
|
Consider the Acquisition Agreement between Parent "Quikrete Holdings, Inc." and Target "Forterra, Inc."; What are the Ordinary course of business covenants
|
Section 5.1 Conduct of Business of the Company.
(a) The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except (i) as expressly required by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Letter, (iii) as required by applicable Law (including COVID-19 Measures and similar Laws) or (iv) as Parent shall otherwise consent in writing (e-mail by an officer of Parent being sufficient) (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 the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve intact its businesses; 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 constitutes a breach of such provision of Section 5.1(b).
|
maud/Forterra, Inc._Quikrete Holdings, Inc..txt
| 1 |
[
{
"answer": "Section 5.1 Conduct of Business of the Company. \n\n\n(a) The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except (i) as expressly required by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Letter, (iii) as required by applicable Law (including COVID-19 Measures and similar Laws) or (iv) as Parent shall otherwise consent in writing (e-mail by an officer of Parent being sufficient) (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 the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve intact its businesses; 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 constitutes a breach of such provision of Section 5.1(b). \n\n\n",
"file_path": "maud/Forterra, Inc._Quikrete Holdings, Inc..txt",
"span": [
130562,
131639
]
}
] |
maud_137
|
Consider the Merger Agreement between "Glacier Bancorp, Inc." and "Altabancorp"; Where is the No-Shop Clause
|
4.1.9 Acquisition Proposal. AB and the Bank will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. AB agrees that neither it nor any of its Subsidiaries will, and AB will direct and use its commercially reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to initiate, solicit, encourage or take any other action to facilitate any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to shareholders of AB) with respect to an Acquisition Event (any such proposal or offer, an “Acquisition Proposal”) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; except that, in the event AB receives an unsolicited bona fide Acquisition Proposal and the board of directors of AB determines prior to approval of this Agreement and the Merger by AB’s shareholders at the AB Meeting, in good faith and after consultation with independent legal counsel, that (a) such Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, and (b) fiduciary duties applicable to it require it to engage in negotiations with, provide confidential information or data to, or have any discussions with a Person in connection with such Acquisition Proposal, AB may do so to the extent the board of directors of AB determines it is required by its fiduciary duties. In such event, prior to providing any confidential information or data to any such Person, AB and such Person shall have executed a confidentiality agreement on terms at least as favorable to AB as those contained in the Confidentiality Agreement. AB will further notify GBCI in writing promptly (and in any event within two Business Days) if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with AB, or if any such inquiry, proposal or request is thereafter materially modified or amended, including providing to GBCI the material terms and conditions of any such proposal or inquiry in connection with each required notice, together with a copy of any written proposals received (it being understood that the name of Person making the Acquisition Proposal may be redacted from the copy of the written proposal provided to GBCI). AB will take the necessary steps to inform the appropriate individuals or entities referred to in the second sentence of this Section 4.1.9 of the obligations to be undertaken in this Section 4.1.9. Nothing contained in this Section 4.1.9 shall prohibit AB or the board of directors of AB from complying with AB’s obligations required under Rule 14e-2(a) promulgated under the Exchange Act; provided, however, that any such disclosure relating to an Acquisition Proposal (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed a change in the board of directors of AB’s recommendation that AB’s shareholders approve this Agreement and the Merger unless the board of directors of AB reaffirms such recommendation in such disclosure.
|
maud/Altabancorp_Glacier Bancorp, Inc..txt
| 1 |
[
{
"answer": "4.1.9 Acquisition Proposal. AB and the Bank will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal. AB agrees that neither it nor any of its Subsidiaries will, and AB will direct and use its commercially reasonable efforts to cause its and its Subsidiaries’ directors, officers, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to initiate, solicit, encourage or take any other action to facilitate any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to shareholders of AB) with respect to an Acquisition Event (any such proposal or offer, an “Acquisition Proposal”) or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; except that, in the event AB receives an unsolicited bona fide Acquisition Proposal and the board of directors of AB determines prior to approval of this Agreement and the Merger by AB’s shareholders at the AB Meeting, in good faith and after consultation with independent legal counsel, that (a) such Acquisition Proposal constitutes or is reasonably expected to result in a Superior Proposal, and (b) fiduciary duties applicable to it require it to engage in negotiations with, provide confidential information or data to, or have any discussions with a Person in connection with such Acquisition Proposal, AB may do so to the extent the board of directors of AB determines it is required by its fiduciary duties. In such event, prior to providing any confidential information or data to any such Person, AB and such Person shall have executed a confidentiality agreement on terms at least as favorable to AB as those contained in the Confidentiality Agreement. AB will further notify GBCI in writing promptly (and in any event within two Business Days) if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with AB, or if any such inquiry, proposal or request is thereafter materially modified or amended, including providing to GBCI the material terms and conditions of any such proposal or inquiry in connection with each required notice, together with a copy of any written proposals received (it being understood that the name of Person making the Acquisition Proposal may be redacted from the copy of the written proposal provided to GBCI). AB will take the necessary steps to inform the appropriate individuals or entities referred to in the second sentence of this Section 4.1.9 of the obligations to be undertaken in this Section 4.1.9. Nothing contained in this Section 4.1.9 shall prohibit AB or the board of directors of AB from complying with AB’s obligations required under Rule 14e-2(a) promulgated under the Exchange Act; provided, however, that any such disclosure relating to an Acquisition Proposal (other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall be deemed a change in the board of directors of AB’s recommendation that AB’s shareholders approve this Agreement and the Merger unless the board of directors of AB reaffirms such recommendation in such disclosure. \n\n\n",
"file_path": "maud/Altabancorp_Glacier Bancorp, Inc..txt",
"span": [
142263,
145881
]
}
] |
maud_1547
|
Consider the Acquisition Agreement between Parent "Amphenol Corporation" and Target "MTS Systems Corporation"; What is the Type of Consideration
|
(i) Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall automatically be converted at the Effective Time into the right to receive $58.50 in cash, without interest (the “Merger Consideration”), and all of such Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non- certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05.
|
maud/MTS Systems Corporation_Amphenol Corporation.txt
| 1 |
[
{
"answer": "(i) Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall automatically be converted at the Effective Time into the right to receive $58.50 in cash, without interest (the “Merger Consideration”), and all of such Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non- certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05. ",
"file_path": "maud/MTS Systems Corporation_Amphenol Corporation.txt",
"span": [
11374,
12157
]
}
] |
maud_1360
|
Consider the Merger Agreement between "Austin BidCo Inc." and "Virtusa Corporation"; What is the Definition of "Interveining Event"
|
“Intervening Event” means a material fact, event, change, development or circumstance related to the Company (A) that first occurs after the date of this Agreement which (i) is unknown to, nor reasonably foreseeable by, the Company Board as of or prior to the date of this Agreement and (ii) becomes known to or by the Company Board prior to the receipt of the Company Stockholder Approval or (B) that occurred prior to the date of this Agreement which (i) was known or reasonably foreseeable by the Company Board as of the date of this Agreement, but the consequences of which were not known or reasonably foreseeable to the Company Board as of the date of this Agreement and (ii) which consequences became known to or by the Company Board prior to the receipt of the Company Stockholder Approval; provided, however, that in no event shall the receipt of an Acquisition Proposal or Superior Proposal, any development or change in the industries the Company and the Company Subsidiaries operate in, or any changes in the market price or trading volume of the shares of Company Common Stock, the matter set forth in Section 5.02(e) of the Company Disclosure Letter, any increase in value of any assets of the Company or its Subsidiaries, the Company or any Company Subsidiary engaging a new client or entering into a new Contract, any changes in Laws, any COVID-19 related developments (e.g., a vaccine) or the fact in and of itself that the Company exceeds internal or published projections, in any such case, constitute or be taken into account in determining an Intervening Event .
|
maud/Virtusa Corporation_Baring Private Equity Asia.txt
| 1 |
[
{
"answer": "“Intervening Event” means a material fact, event, change, development or circumstance related to the Company (A) that first occurs after the date of this Agreement which (i) is unknown to, nor reasonably foreseeable by, the Company Board as of or prior to the date of this Agreement and (ii) becomes known to or by the Company Board prior to the receipt of the Company Stockholder Approval or (B) that occurred prior to the date of this Agreement which (i) was known or reasonably foreseeable by the Company Board as of the date of this Agreement, but the consequences of which were not known or reasonably foreseeable to the Company Board as of the date of this Agreement and (ii) which consequences became known to or by the Company Board prior to the receipt of the Company Stockholder Approval; provided, however, that in no event shall the receipt of an Acquisition Proposal or Superior Proposal, any development or change in the industries the Company and the Company Subsidiaries operate in, or any changes in the market price or trading volume of the shares of Company Common Stock, the matter set forth in Section 5.02(e) of the Company Disclosure Letter, any increase in value of any assets of the Company or its Subsidiaries, the Company or any Company Subsidiary engaging a new client or entering into a new Contract, any changes in Laws, any COVID-19 related developments (e.g., a vaccine) or the fact in and of itself that the Company exceeds internal or published projections, in any such case, constitute or be taken into account in determining an Intervening Event . \n\n\n",
"file_path": "maud/Virtusa Corporation_Baring Private Equity Asia.txt",
"span": [
185232,
186822
]
}
] |
maud_357
|
Consider the Acquisition Agreement between Parent "Stream Parent, LLC" and Target "Stamps.com Inc."; What about the Fiduciary exception to the No-Shop Clause
|
5.3 No Solicitation. ( c ) Superior Proposals. Notwithstanding anything to contrary set forth in this Section 5.3, until the Company’s receipt of the Requisite Stockholder Approval, the Company and the Company Board (or a committee thereof) may, directly or indirectly, through one (1) or more of their respective Representatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any information (including non-public information and data) relating to the Company Group to, or afford access to the business, properties, assets, books, records or other information (including non-public information and data), or to any personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company a bona fide Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), i n each case, with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b); provided, that, the Company and its Representatives may contact any Third Person with respect to an Acquisition Proposal to clarify any ambiguous terms and conditions thereof which are necessary t o determine whether the Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (without the Company Board being required to make the determination in the following proviso), it being agreed that if the Company Board receives any clarifications from such Third Person, the Proposal Notice Period will not be deemed commenced until such clarifications are provided to Parent; provided, however, that, except as permitted by the immediately preceding proviso, the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (i) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (ii) the failure to take the actions contemplated by this Section 5.3(c) would be reasonably likely to be inconsistent with its fiduciary duties pursuant to applicable Law; provided, further, however, that the Company will provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than forty-eight (48) hours after) the time it is provided to such Person.
|
maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt
| 2 |
[
{
"answer": "5.3 No Solicitation. ",
"file_path": "maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt",
"span": [
212119,
212151
]
},
{
"answer": "( c ) Superior Proposals. Notwithstanding anything to contrary set forth in this Section 5.3, until the Company’s receipt of the Requisite Stockholder Approval, the Company and the Company Board (or a committee thereof) may, directly or indirectly, through one (1) or more of their respective Representatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any information (including non-public information and data) relating to the Company Group to, or afford access to the business, properties, assets, books, records or other information (including non-public information and data), or to any personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company a bona fide Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), i n each case, with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b); provided, that, the Company and its Representatives may contact any Third Person with respect to an Acquisition Proposal to clarify any ambiguous terms and conditions thereof which are necessary t o determine whether the Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (without the Company Board being required to make the determination in the following proviso), it being agreed that if the Company Board receives any clarifications from such Third Person, the Proposal Notice Period will not be deemed commenced until such clarifications are provided to Parent; provided, however, that, except as permitted by the immediately preceding proviso, the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (i) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (ii) the failure to take the actions contemplated by this Section 5.3(c) would be reasonably likely to be inconsistent with its fiduciary duties pursuant to applicable Law; provided, further, however, that the Company will provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than forty-eight (48) hours after) the time it is provided to such Person. ",
"file_path": "maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt",
"span": [
220410,
223157
]
}
] |
maud_1400
|
Consider the Acquisition Agreement between Parent "Vulcan Materials Company" and Target "U.S. Concrete, Inc."; Where is the Specific Performance clause
|
Section 10.12. Enforcement; Remedies. (b) The Parties agree that irreparable injury, for which monetary damages (even if available) would not be an adequate remedy, will occur in the event that any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the Transactions, including the Merger) is not performed in accordance with its specific terms or is otherwise breached. It is agreed that prior to the valid termination of this Agreement pursuant to Article IX, each Party shall be entitled to an injunction or injunctions to prevent or remedy any breaches or threatened breaches of this Agreement by any other Party, to a decree or order of specific performance specifically enforcing the terms and provisions of this Agreement and to any further equitable relief in each case in accordance with Section 10.9, this being in addition to any other remedy to which such Party entitled under the terms of this Agreement at law or in equity.
|
maud/U.S. Concrete, Inc._Vulcan Materials Company.txt
| 2 |
[
{
"answer": "Section 10.12. Enforcement; Remedies. ",
"file_path": "maud/U.S. Concrete, Inc._Vulcan Materials Company.txt",
"span": [
291111,
291152
]
},
{
"answer": "(b) The Parties agree that irreparable injury, for which monetary damages (even if available) would not be an adequate remedy, will occur in the event that any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the Transactions, including the Merger) is not performed in accordance with its specific terms or is otherwise breached. It is agreed that prior to the valid termination of this Agreement pursuant to Article IX, each Party shall be entitled to an injunction or injunctions to prevent or remedy any breaches or threatened breaches of this Agreement by any other Party, to a decree or order of specific performance specifically enforcing the terms and provisions of this Agreement and to any further equitable relief in each case in accordance with Section 10.9, this being in addition to any other remedy to which such Party entitled under the terms of this Agreement at law or in equity. \n\n\n",
"file_path": "maud/U.S. Concrete, Inc._Vulcan Materials Company.txt",
"span": [
291492,
292468
]
}
] |
maud_771
|
Consider the Acquisition Agreement between Parent "Viasat, Inc." and Target "RigNet, Inc."; What is the Definition of "Knowledge"
|
“knowledge of the Company” shall mean the knowledge, after reasonable inquiry, of the individuals listed in Part “Definitions” of the Company Disclosure Schedule.
|
maud/RigNet, Inc._Viasat, Inc..txt
| 1 |
[
{
"answer": "“knowledge of the Company” shall mean the knowledge, after reasonable inquiry, of the individuals listed in Part “Definitions” of the Company Disclosure Schedule. \n\n\n",
"file_path": "maud/RigNet, Inc._Viasat, Inc..txt",
"span": [
319316,
319482
]
}
] |
maud_1209
|
Consider the Acquisition Agreement between Parent "Synaptics Incorporated" and Target "DSP Group, Inc."; What is the Definition of "Interveining Event"
|
“Intervening Event” means any change, event, circumstance, occurrence, condition, state of facts or effect that is material to the Company and its Subsidiaries that (i) was not known to, or reasonably foreseeable by, the Company Board as of or prior to the date of this Agreement (or if known by the Company Board, the consequences of which were not known to, or reasonably foreseeable by, the Company Board as of or prior to the date of this Agreement) and becomes known to the Company Board prior to obtaining the Stockholder Approval, (ii) does not involve or relate to an Acquisition Proposal, and (iii) does not relate to (A) any action, change, event, circumstance, occurrence, condition, state of facts or effect relating to Parent, Merger Sub or any of their respective Affiliates, (B) changes in the market price or trading volume of the securities of the Company in and of themselves, (C) the fact that the Company meets, exceeds or fails to meet in any quantifiable respect, any internal or analyst’s projections, guidance, budgets, expectations, forecasts or estimates for any period (provided that clauses (B) and (C) shall not prevent or otherwise affect a determination that the underlying cause of any such event referred to herein constitutes an “Intervening Event” unless otherwise excluded pursuant to the foregoing clauses (ii) or (iii), as applicable) or (D) any development or change in the industry in which the Company and its Subsidiaries operate or conditions in the United States or other jurisdictions where the Company and its Subsidiaries operate.
|
maud/DSP_Group_Synaptics_Incorporated.txt
| 1 |
[
{
"answer": "“Intervening Event” means any change, event, circumstance, occurrence, condition, state of facts or effect that is material to the Company and its Subsidiaries that (i) was not known to, or reasonably foreseeable by, the Company Board as of or prior to the date of this Agreement (or if known by the Company Board, the consequences of which were not known to, or reasonably foreseeable by, the Company Board as of or prior to the date of this Agreement) and becomes known to the Company Board prior to obtaining the Stockholder Approval, (ii) does not involve or relate to an Acquisition Proposal, and (iii) does not relate to (A) any action, change, event, circumstance, occurrence, condition, state of facts or effect relating to Parent, Merger Sub or any of their respective Affiliates, (B) changes in the market price or trading volume of the securities of the Company in and of themselves, (C) the fact that the Company meets, exceeds or fails to meet in any quantifiable respect, any internal or analyst’s projections, guidance, budgets, expectations, forecasts or estimates for any period (provided that clauses (B) and (C) shall not prevent or otherwise affect a determination that the underlying cause of any such event referred to herein constitutes an “Intervening Event” unless otherwise excluded pursuant to the foregoing clauses (ii) or (iii), as applicable) or (D) any development or change in the industry in which the Company and its Subsidiaries operate or conditions in the United States or other jurisdictions where the Company and its Subsidiaries operate. ",
"file_path": "maud/DSP_Group_Synaptics_Incorporated.txt",
"span": [
32632,
34212
]
}
] |
maud_1423
|
Consider the Acquisition Agreement between Parent "Karta Halten B.V." and Target "Domtar Corporation"; Where is the Closing Conditions: Regulatory Approvals clause
|
Subject to the terms and conditions of this Agreement, each of the Company and the Parent Parties shall, and shall cause their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement, including using its reasonable best efforts to (i) prepare and file, in consultation with the other Parties, as promptly as reasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party and (iii) cooperate in meeting any information, consultation and notification requirements with Employees, Employee Representatives or other Third Parties, in each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations, consultations, notifications and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII).
|
maud/Domtar Corporation_Paper Excellence Canada Group.txt
| 1 |
[
{
"answer": "Subject to the terms and conditions of this Agreement, each of the Company and the Parent Parties shall, and shall cause their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement, including using its reasonable best efforts to (i) prepare and file, in consultation with the other Parties, as promptly as reasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party and (iii) cooperate in meeting any information, consultation and notification requirements with Employees, Employee Representatives or other Third Parties, in each case, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations, consultations, notifications and other confirmations are conditions to the consummation of the Merger pursuant to Article VIII). ",
"file_path": "maud/Domtar Corporation_Paper Excellence Canada Group.txt",
"span": [
235827,
237423
]
}
] |
maud_315
|
Consider the Acquisition Agreement between Parent "Creation Technologies International Inc." and Target "IEC Electronics Corp."; What is the Definition of "Knowledge"
|
“Knowledge” means: (a) with respect to the Company and its Subsidiaries, the actual knowledge of each of the individuals listed in Section 9.01 of the Company’s Disclosure Letter; and (b) with respect to Parent and its Subsidiaries, the actual knowledge of each of the individuals listed in Section 9.01 of Parent’s Disclosure Letter; in each case, after due inquiry.
|
maud/IEC_Electronics_Corp_Lindsay_Goldberg_LLC.txt
| 1 |
[
{
"answer": "“Knowledge” means: (a) with respect to the Company and its Subsidiaries, the actual knowledge of each of the individuals listed in Section 9.01 of the Company’s Disclosure Letter; and (b) with respect to Parent and its Subsidiaries, the actual knowledge of each of the individuals listed in Section 9.01 of Parent’s Disclosure Letter; in each case, after due inquiry. \n\n\n",
"file_path": "maud/IEC_Electronics_Corp_Lindsay_Goldberg_LLC.txt",
"span": [
277673,
278044
]
}
] |
maud_667
|
Consider the Merger Agreement between "Bridge Bancorp, Inc." and "Dime Community Bancshares, Inc."; What is the Definition of "Knowledge"
|
“Knowledge” as used with respect to a Person (including references to such Person being aware of a particular matter) shall mean those facts that are known by, (i) as to Bridge Bancorp, those Persons set forth in Bridge Bancorp Disclosure Schedule 1.1, and (ii) as to DCB, those Persons set forth in DCB Disclosure Schedule 1.1, and in each case shall include any facts, matters or circumstances set forth in any written notice from any Bank Regulator or any other material written notice received by such Person.
|
maud/Dime Community Bancshares, Inc._Bridge Bancorp, Inc..txt
| 1 |
[
{
"answer": "“Knowledge” as used with respect to a Person (including references to such Person being aware of a particular matter) shall mean those facts that are known by, (i) as to Bridge Bancorp, those Persons set forth in Bridge Bancorp Disclosure Schedule 1.1, and (ii) as to DCB, those Persons set forth in DCB Disclosure Schedule 1.1, and in each case shall include any facts, matters or circumstances set forth in any written notice from any Bank Regulator or any other material written notice received by such Person. ",
"file_path": "maud/Dime Community Bancshares, Inc._Bridge Bancorp, Inc..txt",
"span": [
22290,
22806
]
}
] |
maud_1362
|
Consider the Merger Agreement between "Austin BidCo Inc." and "Virtusa Corporation"; Is there a Tail provision for acquisition proposals
|
SECTION 8.02. Effect of Termination. (b) The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: (B) within 12 months of such termination the Company or any of its Subsidiaries enters into an Acquisition Agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated
|
maud/Virtusa Corporation_Baring Private Equity Asia.txt
| 3 |
[
{
"answer": "SECTION 8.02. Effect of Termination. ",
"file_path": "maud/Virtusa Corporation_Baring Private Equity Asia.txt",
"span": [
267223,
267262
]
},
{
"answer": "(b) The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: ",
"file_path": "maud/Virtusa Corporation_Baring Private Equity Asia.txt",
"span": [
268129,
268228
]
},
{
"answer": "(B) within 12 months of such termination the Company or any of its Subsidiaries enters into an Acquisition Agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated ",
"file_path": "maud/Virtusa Corporation_Baring Private Equity Asia.txt",
"span": [
268787,
268988
]
}
] |
maud_1355
|
Consider the Merger Agreement between "Austin BidCo Inc." and "Virtusa Corporation"; What is the Definition of "Material Adverse Effect"
|
A “Company Material Adverse Effect” means any change, effect, event, occurrence or state of facts (or any development that, insofar as can reasonably be foreseen, could reasonably be expected to result in any change, effect, event, occurrence or state of facts) that, taken alone or together with any other related or unrelated changes, effects, events, occurrences or states of facts: (1) is materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, effect, event, occurrence, state of facts or development arising from or related to (except, in the case of clauses (a), (b), (f), (g) or (i) below, to the extent disproportionately affecting the Company and the Company Subsidiaries relative to other similarly situated companies in the industries in which the Company and the Company Subsidiaries operate, in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether or not there has been a Company Material Adverse Effect) the following: (a) changes in the conditions generally of the industries in which the Company and the Company Subsidiaries operate; (b) conditions affecting the United States economy or the global economy generally or political conditions in the United States or any other country in the world; (c) acts of hostilities, war, acts of war, sabotage or terrorism (including any outbreak, escalation or general worsening of the foregoing) in the United States or any other country or region in the world, (d) any epidemic or pandemic (including continuation or escalation of the COVID-19 pandemic or orders issued by a Governmental Entity in response to the COVID-19 pandemic) in the United States or any other country or region in the world, or any escalation of the foregoing; (e) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural or man-made disasters or acts of God in the United States or any other country or region in the world, or any escalation of the foregoing; (f) changes in the financial, credit, banking, currency or securities markets in the United States or any other country or region in the world, including (A) changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world; (g) changes in GAAP or other accounting standards (or the enforcement or interpretation thereof); (h) changes in the Company’s stock price or trading volume in and of themselves (it being understood that the facts or causes underlying or contributing to any such changes may be considered in determining whether a Company Material Adverse Effect has occurred); (i) changes in any Laws or Privacy Obligations (or the enforcement or interpretation thereof) after the date hereof; (j) any failure by the Company to meet, or changes to, any internal or published projections or any decline in and of itself in the market price or trading volume of the Company Common Stock (it being understood that the facts or causes underlying or contributing to any such failure or decline may be considered in determining whether a Company Material Adverse Effect has occurred); (k) the negotiation, execution, delivery or announcement of this Agreement, the performance by any party hereto of its obligations hereunder, including the impact thereof on the relationships, contractual or otherwise, of the Company with employees, customers, investors, contractors, lenders, suppliers, vendors, or partners, or the identity of Parent or any of its Affiliates as the acquirer of the Company (provided that this clause (k) shall not diminish the effect of, and shall be disregarded for purposes of, the representations and warranties contained in Section 3.05) or the public announcement (including as to the identity of the parties hereto) or pendency of the Merger or any of the other Transactions; (l) the availability or cost of equity, debt or other financing to Parent, Sub or the Surviving Corporation; (m) any action taken, or failure to take action, which Parent has in writing requested or consented; or (n) Transaction Litigation or any demand or Legal Proceeding for appraisal or the fair value of any shares of Company Common Stock pursuant to the DGCL in connection herewith; or (2) prevents the ability of the Company to consummate the Merger and the other Transactions.
|
maud/Virtusa Corporation_Baring Private Equity Asia.txt
| 1 |
[
{
"answer": "A “Company Material Adverse Effect” means any change, effect, event, occurrence or state of facts (or any development that, insofar as can reasonably be foreseen, could reasonably be expected to result in any change, effect, event, occurrence or state of facts) that, taken alone or together with any other related or unrelated changes, effects, events, occurrences or states of facts: (1) is materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, other than any change, effect, event, occurrence, state of facts or development arising from or related to (except, in the case of clauses (a), (b), (f), (g) or (i) below, to the extent disproportionately affecting the Company and the Company Subsidiaries relative to other similarly situated companies in the industries in which the Company and the Company Subsidiaries operate, in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether or not there has been a Company Material Adverse Effect) the following: (a) changes in the conditions generally of the industries in which the Company and the Company Subsidiaries operate; (b) conditions affecting the United States economy or the global economy generally or political conditions in the United States or any other country in the world; (c) acts of hostilities, war, acts of war, sabotage or terrorism (including any outbreak, escalation or general worsening of the foregoing) in the United States or any other country or region in the world, (d) any epidemic or pandemic (including continuation or escalation of the COVID-19 pandemic or orders issued by a Governmental Entity in response to the COVID-19 pandemic) in the United States or any other country or region in the world, or any escalation of the foregoing; (e) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural or man-made disasters or acts of God in the United States or any other country or region in the world, or any escalation of the foregoing; (f) changes in the financial, credit, banking, currency or securities markets in the United States or any other country or region in the world, including (A) changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world; (g) changes in GAAP or other accounting standards (or the enforcement or interpretation thereof); (h) changes in the Company’s stock price or trading volume in and of themselves (it being understood that the facts or causes underlying or contributing to any such changes may be considered in determining whether a Company Material Adverse Effect has occurred); (i) changes in any Laws or Privacy Obligations (or the enforcement or interpretation thereof) after the date hereof; (j) any failure by the Company to meet, or changes to, any internal or published projections or any decline in and of itself in the market price or trading volume of the Company Common Stock (it being understood that the facts or causes underlying or contributing to any such failure or decline may be considered in determining whether a Company Material Adverse Effect has occurred); (k) the negotiation, execution, delivery or announcement of this Agreement, the performance by any party hereto of its obligations hereunder, including the impact thereof on the relationships, contractual or otherwise, of the Company with employees, customers, investors, contractors, lenders, suppliers, vendors, or partners, or the identity of Parent or any of its Affiliates as the acquirer of the Company (provided that this clause (k) shall not diminish the effect of, and shall be disregarded for purposes of, the representations and warranties contained in Section 3.05) or the public announcement (including as to the identity of the parties hereto) or pendency of the Merger or any of the other Transactions; (l) the availability or cost of equity, debt or other financing to Parent, Sub or the Surviving Corporation; (m) any action taken, or failure to take action, which Parent has in writing requested or consented; or (n) Transaction Litigation or any demand or Legal Proceeding for appraisal or the fair value of any shares of Company Common Stock pursuant to the DGCL in connection herewith; or (2) prevents the ability of the Company to consummate the Merger and the other Transactions. \n\n\n",
"file_path": "maud/Virtusa Corporation_Baring Private Equity Asia.txt",
"span": [
285796,
290547
]
}
] |
maud_727
|
Consider the Acquisition Agreement between Parent "SIEMENS HEALTHINEERS HOLDING I GMBH" and Target "VARIAN MEDICAL SYSTEMS, INC."; Where is the Closing Conditions: Regulatory Approvals clause
|
any consent, clearance, approval, authorization, waiting period expiration or termination, waiver or permit of any Governmental Entity (each, an “Approval”) (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall (and shall cause their Subsidiaries to), and Parent shall cause Siemens Parent and Siemens Parent’s controlled affiliates to, use their respective reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions necessary, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary Approvals from third parties,
|
maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt
| 2 |
[
{
"answer": "any consent, clearance, approval, authorization, waiting period expiration or termination, waiver or permit of any Governmental Entity (each, an “Approval”) ",
"file_path": "maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt",
"span": [
43361,
43518
]
},
{
"answer": "(a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall (and shall cause their Subsidiaries to), and Parent shall cause Siemens Parent and Siemens Parent’s controlled affiliates to, use their respective reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions necessary, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary Approvals from third parties, ",
"file_path": "maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt",
"span": [
196196,
196939
]
}
] |
maud_223
|
Consider the Acquisition Agreement between Parent "Tyler Technologies, Inc." and Target "NIC Inc."; What is the Definition of "Interveining Event"
|
“Intervening Event” means any Effect that is material to NIC and the NIC Subsidiaries (taken as a whole) and was not known by or the material consequences of which (based on facts known to members of the NIC Board of Directors as of the date of this Agreement) were not reasonably foreseeable to NIC or the NIC Board of Directors as of or prior to the date hereof; provided, however, that in no event shall the following events, changes, or developments constitute an Intervening Event: (A) the receipt, existence, or terms of an Acquisition Proposal or any inquiry or communications relating thereto or any matter relating thereto or consequence thereof, (B) changes in the market price or trading volume of the NIC Common Stock (it being understood, however, in the case of this clause (B), that any underlying cause thereof may be taken into account for purposes of determining whether an Intervening Event has occurred), (C) changes in general economic, political, or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond, or debt prices), (D) changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof, or (E) natural disasters, epidemics, or pandemics (including the existence and impact of the COVID-19 pandemic), provided that with respect to clauses (C)-(E), except if and to the extent that such Effect has a disproportionate effect on NIC and the NIC Subsidiaries, taken as a whole, relative to other companies in the industries in which NIC and the NIC Subsidiaries operate.
|
maud/NIC Inc._Tyler Technologies, Inc..txt
| 1 |
[
{
"answer": "“Intervening Event” means any Effect that is material to NIC and the NIC Subsidiaries (taken as a whole) and was not known by or the material consequences of which (based on facts known to members of the NIC Board of Directors as of the date of this Agreement) were not reasonably foreseeable to NIC or the NIC Board of Directors as of or prior to the date hereof; provided, however, that in no event shall the following events, changes, or developments constitute an Intervening Event: (A) the receipt, existence, or terms of an Acquisition Proposal or any inquiry or communications relating thereto or any matter relating thereto or consequence thereof, (B) changes in the market price or trading volume of the NIC Common Stock (it being understood, however, in the case of this clause (B), that any underlying cause thereof may be taken into account for purposes of determining whether an Intervening Event has occurred), (C) changes in general economic, political, or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond, or debt prices), (D) changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof, or (E) natural disasters, epidemics, or pandemics (including the existence and impact of the COVID-19 pandemic), provided that with respect to clauses (C)-(E), except if and to the extent that such Effect has a disproportionate effect on NIC and the NIC Subsidiaries, taken as a whole, relative to other companies in the industries in which NIC and the NIC Subsidiaries operate. \n\n\n",
"file_path": "maud/NIC Inc._Tyler Technologies, Inc..txt",
"span": [
160618,
162222
]
}
] |
maud_635
|
Consider the Acquisition Agreement between Parent "SANOFI" and Target "TRANSLATE BIO, INC."; What are the Ordinary course of business covenants
|
Section 5.2 Operation of the Company’s Business. (a) During the Pre-Closing Period, except (w) as required or otherwise contemplated under this Agreement or as required by applicable Legal Requirements, (x) with the written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (y) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures or (z) as set forth in Section 5.2 of the Company Disclosure Schedule, the Company shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses in all material respects in the ordinary course and in compliance in all material respects with all applicable Legal Requirements, “ordinary course of business” means an action taken, or omitted to be taken, in the ordinary and usual course of the Company’s and its Subsidiaries’ business, consistent with past practice (including, for the avoidance of doubt, recent past practice in light of COVID-19).
|
maud/Translate_Bio_Sanofi_SA.txt
| 2 |
[
{
"answer": "Section 5.2 Operation of the Company’s Business. (a) During the Pre-Closing Period, except (w) as required or otherwise contemplated under this Agreement or as required by applicable Legal Requirements, (x) with the written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (y) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures or (z) as set forth in Section 5.2 of the Company Disclosure Schedule, the Company shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses in all material respects in the ordinary course and in compliance in all material respects with all applicable Legal Requirements, ",
"file_path": "maud/Translate_Bio_Sanofi_SA.txt",
"span": [
135682,
136397
]
},
{
"answer": "“ordinary course of business” means an action taken, or omitted to be taken, in the ordinary and usual course of the Company’s and its Subsidiaries’ business, consistent with past practice (including, for the avoidance of doubt, recent past practice in light of COVID-19). \n\n\n",
"file_path": "maud/Translate_Bio_Sanofi_SA.txt",
"span": [
252038,
252314
]
}
] |
maud_260
|
Consider the Acquisition Agreement between Parent "Learning Technologies Group plc" and Target "GP Strategies Corporation"; I want information about the Limitations on Antitrust Efforts
|
6.4 Regulatory Matters. provided that, nothing in this Section 6.4(e) shall require or be construed to require Parent or any of its Affiliates to agree to, offer, accept or suffer to have imposed upon it (i) any divestiture or license of any material assets of Parent and its Subsidiaries (excluding, for the avoidance of doubt, the Company and the Surviving Corporation), taken as a whole, (ii) any agreement to hold separate or discontinue operation of any material assets of Parent and its Subsidiaries (excluding, for the avoidance of doubt, the Company and the Surviving Corporation), taken as a whole or (iii) any conditions or restrictions that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets, results of operations, or financial condition of the Company and its Subsidiaries, taken as a whole.
|
maud/GP_Strategies_Corp_Learning_Technologies_Group.txt
| 2 |
[
{
"answer": "6.4 Regulatory Matters. \n\n\n",
"file_path": "maud/GP_Strategies_Corp_Learning_Technologies_Group.txt",
"span": [
163909,
163936
]
},
{
"answer": "provided that, nothing in this Section 6.4(e) shall require or be construed to require Parent or any of its Affiliates to agree to, offer, accept or suffer to have imposed upon it (i) any divestiture or license of any material assets of Parent and its Subsidiaries (excluding, for the avoidance of doubt, the Company and the Surviving Corporation), taken as a whole, (ii) any agreement to hold separate or discontinue operation of any material assets of Parent and its Subsidiaries (excluding, for the avoidance of doubt, the Company and the Surviving Corporation), taken as a whole or (iii) any conditions or restrictions that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets, results of operations, or financial condition of the Company and its Subsidiaries, taken as a whole. ",
"file_path": "maud/GP_Strategies_Corp_Learning_Technologies_Group.txt",
"span": [
174545,
175397
]
}
] |
maud_82
|
Consider the Acquisition Agreement between Parent "Razorback Technology Intermediate Holdings, Inc." and Target "Endurance International Group Holdings, Inc."; What about the Fiduciary exception to the No-Shop Clause
|
6.1 No Solicitation. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), at any time prior to receipt of the Company Stockholder Approval the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Qualified Person (and the Representatives of such Qualified Person), pursuant to a confidentiality agreement not materially less restrictive with respect to the confidentiality obligations of the Qualified Person than the Confidentiality Agreement, provided that such confidentiality agreement shall not (x) grant any exclusive right to negotiate with such counterparty, (y) prohibit the Company from satisfying its obligations hereunder or (z) require the Company or its Subsidiaries to pay or reimburse the Company the counterparty’s fees, costs or expenses, (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any Acquisition Proposal, or (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with any Qualified Person; provided, however, that Company may only furnish such non-public information and engage in such discussions or negotiations if: (x) the Company and its Subsidiaries are not in material breach their obligations pursuant to this Section 6.1 and (y) the Company Board has determined that the failure to take the actions contemplated by this sentence would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law and; and provided, further, however, that the Company will promptly make available to Parent any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to Parent. “Qualified Person” means any Person making an Acquisition Proposal that did not result from any material breach of Section 6.1(a) that the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) is, or could reasonably be expected to lead to, a Superior Proposal.
|
maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt
| 3 |
[
{
"answer": "6.1 No Solicitation. \n\n\n",
"file_path": "maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt",
"span": [
133654,
133681
]
},
{
"answer": "Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, subject to compliance with Section 6.1(c), at any time prior to receipt of the Company Stockholder Approval the Company may (A) furnish non-public information with respect to the Company and its Subsidiaries to any Qualified Person (and the Representatives of such Qualified Person), pursuant to a confidentiality agreement not materially less restrictive with respect to the confidentiality obligations of the Qualified Person than the Confidentiality Agreement, provided that such confidentiality agreement shall not (x) grant any exclusive right to negotiate with such counterparty, (y) prohibit the Company from satisfying its obligations hereunder or (z) require the Company or its Subsidiaries to pay or reimburse the Company the counterparty’s fees, costs or expenses, (B) engage in discussions or negotiations (including solicitation of revised Acquisition Proposals) with any Qualified Person (and the Representatives of such Qualified Person) regarding any Acquisition Proposal, or (C) amend, or grant a waiver or release under, any standstill or similar agreement with respect to any Company Common Stock with any Qualified Person; provided, however, that Company may only furnish such non-public information and engage in such discussions or negotiations if: (x) the Company and its Subsidiaries are not in material breach their obligations pursuant to this Section 6.1 and (y) the Company Board has determined that the failure to take the actions contemplated by this sentence would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law and; and provided, further, however, that the Company will promptly make available to Parent any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to Parent. \n\n\n",
"file_path": "maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt",
"span": [
134884,
136835
]
},
{
"answer": "“Qualified Person” means any Person making an Acquisition Proposal that did not result from any material breach of Section 6.1(a) that the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) is, or could reasonably be expected to lead to, a Superior Proposal. \n\n\n",
"file_path": "maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt",
"span": [
272903,
273221
]
}
] |
maud_723
|
Consider the Acquisition Agreement between Parent "SIEMENS HEALTHINEERS HOLDING I GMBH" and Target "VARIAN MEDICAL SYSTEMS, INC."; What is the Definition of "Interveining Event"
|
(h) As used in this Agreement “Intervening Event” shall mean any event, change, effect, development, state of facts, condition or occurrence that materially affects the business, financial condition, assets, liabilities or operations of the Company and its Subsidiaries, taken as a whole, and that is not known to the Board of Directors of the Company as of the date hereof (or if known, the material consequences were not reasonably foreseeable as of the date hereof); provided, however, that in no event shall the following events, changes or developments constitute an Intervening Event: (A) the receipt, existence or terms of an Alternative Proposal or any matter relating thereto or consequence thereof, (B) changes in the market price or trading volume of the Company Common Stock or any other securities of the Company, Parent or their respective Subsidiaries, or any change in credit rating or the fact that the Company meets or exceeds internal or published estimates, projections, forecasts or predictions for any period (it being understood that the facts or occurrences giving rise or contributing to such changes may be taken into account to the extent not otherwise excluded), (C) unless reasonably required for the Board of Directors of the Company to consider to satisfy its fiduciary duties under applicable Law, changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices), (D) unless reasonably required for the Board of Directors of the Company to consider to satisfy its fiduciary duties under applicable Law, changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof, or (E) unless reasonably required for the Board of Directors of the Company to consider to satisfy its fiduciary duties under applicable Law, any improvements in conditions resulting from or relating to COVID-19 existing as of the date of this Agreement, including improvements in economic or operating conditions.
|
maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt
| 1 |
[
{
"answer": "(h) As used in this Agreement “Intervening Event” shall mean any event, change, effect, development, state of facts, condition or occurrence that materially affects the business, financial condition, assets, liabilities or operations of the Company and its Subsidiaries, taken as a whole, and that is not known to the Board of Directors of the Company as of the date hereof (or if known, the material consequences were not reasonably foreseeable as of the date hereof); provided, however, that in no event shall the following events, changes or developments constitute an Intervening Event: (A) the receipt, existence or terms of an Alternative Proposal or any matter relating thereto or consequence thereof, (B) changes in the market price or trading volume of the Company Common Stock or any other securities of the Company, Parent or their respective Subsidiaries, or any change in credit rating or the fact that the Company meets or exceeds internal or published estimates, projections, forecasts or predictions for any period (it being understood that the facts or occurrences giving rise or contributing to such changes may be taken into account to the extent not otherwise excluded), (C) unless reasonably required for the Board of Directors of the Company to consider to satisfy its fiduciary duties under applicable Law, changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices), (D) unless reasonably required for the Board of Directors of the Company to consider to satisfy its fiduciary duties under applicable Law, changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof, or (E) unless reasonably required for the Board of Directors of the Company to consider to satisfy its fiduciary duties under applicable Law, any improvements in conditions resulting from or relating to COVID-19 existing as of the date of this Agreement, including improvements in economic or operating conditions. \n\n\n",
"file_path": "maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt",
"span": [
174206,
176295
]
}
] |
maud_908
|
Consider the Merger Agreement between 'Canadian Pacific Railway Limited' and 'Kansas City Southern'; Where is the Specific Performance clause
|
Section 8.5 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, 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 (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (ii) an injunction restraining such breach or threatened breach.
|
maud/Kansas_City_Southern_Canadian_Pacific_Railway.txt
| 1 |
[
{
"answer": "Section 8.5 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, 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 (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (ii) an injunction restraining such breach or threatened breach. ",
"file_path": "maud/Kansas_City_Southern_Canadian_Pacific_Railway.txt",
"span": [
354712,
355465
]
}
] |
maud_338
|
Consider the Acquisition Agreement between Parent "Cards Parent LP" and Target "Collectors Universe, Inc."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
5.10. Absence of Certain Changes. (b) Since July 1, 2020 and through the date of this Agreement, there has not been any event, change, development, circumstance, fact or effect that, individually or in the aggregate with such other events, changes, developments, circumstances, facts or effects, has resulted in or would reasonably be expected to result in a Material Adverse Effect.
|
maud/Collectors Universe, Inc._Investment Group.txt
| 2 |
[
{
"answer": "5.10. Absence of Certain Changes. ",
"file_path": "maud/Collectors Universe, Inc._Investment Group.txt",
"span": [
143749,
143783
]
},
{
"answer": "(b) Since July 1, 2020 and through the date of this Agreement, there has not been any event, change, development, circumstance, fact or effect that, individually or in the aggregate with such other events, changes, developments, circumstances, facts or effects, has resulted in or would reasonably be expected to result in a Material Adverse Effect. ",
"file_path": "maud/Collectors Universe, Inc._Investment Group.txt",
"span": [
144848,
145198
]
}
] |
maud_258
|
Consider the Acquisition Agreement between Parent "Learning Technologies Group plc" and Target "GP Strategies Corporation"; What are the Ordinary course of business covenants
|
5.1 Covenants of the Company.
(a) Except as otherwise contemplated or required by this Agreement, as required by Applicable Law, as set forth in Section 5.1(a) of the Company Disclosure Schedule, or with Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre- Closing Period, the Company shall, and shall cause each of its Subsidiaries to (i) act and carry on its business in the Ordinary Course of Business “Ordinary Course of Business” means, with respect to an action taken, or omitted to be taken, by any Person, that such action, or the failure to take such action, is consistent with the ordinary course of business of such Person, including any commercially reasonable deviations therefrom taken in good faith by such Person as a result of or in response to pandemics (including COVID-19).
|
maud/GP_Strategies_Corp_Learning_Technologies_Group.txt
| 2 |
[
{
"answer": "5.1 Covenants of the Company. \n\n\n(a) Except as otherwise contemplated or required by this Agreement, as required by Applicable Law, as set forth in Section 5.1(a) of the Company Disclosure Schedule, or with Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre- Closing Period, the Company shall, and shall cause each of its Subsidiaries to (i) act and carry on its business in the Ordinary Course of Business ",
"file_path": "maud/GP_Strategies_Corp_Learning_Technologies_Group.txt",
"span": [
129758,
130228
]
},
{
"answer": "“Ordinary Course of Business” means, with respect to an action taken, or omitted to be taken, by any Person, that such action, or the failure to take such action, is consistent with the ordinary course of business of such Person, including any commercially reasonable deviations therefrom taken in good faith by such Person as a result of or in response to pandemics (including COVID-19). \n\n\n",
"file_path": "maud/GP_Strategies_Corp_Learning_Technologies_Group.txt",
"span": [
290730,
291122
]
}
] |
maud_43
|
Consider the Acquisition Agreement between Parent "Gainwell Acquisition Corp." and Target "HMS Holdings Corp."; Where is the No-Shop Clause
|
Section 6.02 No Solicitation; Adverse Recommendation Change. (a) Except as otherwise permitted by this Section 6.02, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers and employees to, and use reasonable best efforts to cause its other Representatives: (ii) to not (A) solicit, initiate, seek or knowingly encourage or facilitate or encourage any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information relating to the Acquired Companies to, or afford access to the books or records or officers of the Acquired Companies to, any Third Party with respect to, or in a manner that would reasonably be expect to lead to, an Acquisition Proposal; provided, that notwithstanding the foregoing, the Company shall be permitted to grant a waiver of or terminate any “standstill” or similar agreement or obligation of any Third Party with respect to the Acquired Companies to allow such Third Party to submit an Acquisition Proposal, (C) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other definitive agreement with respect to any Acquisition Proposal (an “Alternative Acquisition Agreement”) or (D) take or agree any of the actions prohibited by the foregoing clauses (A) through (C).
|
maud/HMS Holdings Corp._Veritas Capital.txt
| 2 |
[
{
"answer": "Section 6.02 No Solicitation; Adverse Recommendation Change. (a) Except as otherwise permitted by this Section 6.02, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers and employees to, and use reasonable best efforts to cause its other Representatives: ",
"file_path": "maud/HMS Holdings Corp._Veritas Capital.txt",
"span": [
183595,
184065
]
},
{
"answer": "(ii) to not (A) solicit, initiate, seek or knowingly encourage or facilitate or encourage any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information relating to the Acquired Companies to, or afford access to the books or records or officers of the Acquired Companies to, any Third Party with respect to, or in a manner that would reasonably be expect to lead to, an Acquisition Proposal; provided, that notwithstanding the foregoing, the Company shall be permitted to grant a waiver of or terminate any “standstill” or similar agreement or obligation of any Third Party with respect to the Acquired Companies to allow such Third Party to submit an Acquisition Proposal, (C) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other definitive agreement with respect to any Acquisition Proposal (an “Alternative Acquisition Agreement”) or (D) take or agree any of the actions prohibited by the foregoing clauses (A) through (C). \n\n\n",
"file_path": "maud/HMS Holdings Corp._Veritas Capital.txt",
"span": [
185017,
186336
]
}
] |
maud_341
|
Consider the Acquisition Agreement between Parent "Cards Parent LP" and Target "Collectors Universe, Inc."; What is the Definition of "Interveining Event"
|
“Intervening Event” means an event, change, development, circumstance, fact or effect that is material to the Company and its Subsidiaries or the business of the Company and its Subsidiaries, in each case taken as a whole, that (a) was not reasonably foreseeable (with respect to substance or timing) by the Company Board as of or prior to the execution and delivery of this Agreement, and (b) first becomes actually known to the Company Board after the execution and delivery of this Agreement; provided that: (i) any event, change, development, circumstance, fact or effect (A) that involves or relates to an Acquisition Proposal or a Superior Proposal or any inquiry or communications related thereto, (B) that results from a breach of this Agreement by the Company, (C) related to the fact that the Company fails to meet, meets or exceeds any internal or analysts’ expectations or projections or (D) resulting from any event, change, development, circumstance or fact after the execution and delivery of this Agreement in the market price or trading volume of the Shares, individually or in the aggregate, shall not be deemed to constitute an Intervening Event; provided further that any event, change, development, circumstance, fact or effect (not otherwise excluded under this definition) underlying such facts contemplated by the foregoing clauses (C) and (D) of this definition may be taken into account in determining whether an Intervening Event has occurred.
|
maud/Collectors Universe, Inc._Investment Group.txt
| 1 |
[
{
"answer": "“Intervening Event” means an event, change, development, circumstance, fact or effect that is material to the Company and its Subsidiaries or the business of the Company and its Subsidiaries, in each case taken as a whole, that (a) was not reasonably foreseeable (with respect to substance or timing) by the Company Board as of or prior to the execution and delivery of this Agreement, and (b) first becomes actually known to the Company Board after the execution and delivery of this Agreement; provided that: (i) any event, change, development, circumstance, fact or effect (A) that involves or relates to an Acquisition Proposal or a Superior Proposal or any inquiry or communications related thereto, (B) that results from a breach of this Agreement by the Company, (C) related to the fact that the Company fails to meet, meets or exceeds any internal or analysts’ expectations or projections or (D) resulting from any event, change, development, circumstance or fact after the execution and delivery of this Agreement in the market price or trading volume of the Shares, individually or in the aggregate, shall not be deemed to constitute an Intervening Event; provided further that any event, change, development, circumstance, fact or effect (not otherwise excluded under this definition) underlying such facts contemplated by the foregoing clauses (C) and (D) of this definition may be taken into account in determining whether an Intervening Event has occurred. \n\n\n",
"file_path": "maud/Collectors Universe, Inc._Investment Group.txt",
"span": [
30783,
32257
]
}
] |
maud_879
|
Consider the Acquisition Agreement between Parent "DIAMONDBACK ENERGY, INC." and Target "QEP RESOURCES, INC."; What are the Ordinary course of business covenants
|
6.1 Conduct of Company Business Pending the Merger. (a) Except (i) as set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its businesses in the Ordinary Course in all material respects “Ordinary Course” means, with respect to an action taken by any Person, that such action is consistent with the ordinary course of business and past practices of such Person
|
maud/QEP Resources, Inc._Diamondback Energy, Inc..txt
| 2 |
[
{
"answer": "6.1 Conduct of Company Business Pending the Merger. (a) Except (i) as set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its businesses in the Ordinary Course in all material respects",
"file_path": "maud/QEP Resources, Inc._Diamondback Energy, Inc..txt",
"span": [
171670,
172344
]
},
{
"answer": "“Ordinary Course” means, with respect to an action taken by any Person, that such action is consistent with the ordinary course of business and past practices of such Person",
"file_path": "maud/QEP Resources, Inc._Diamondback Energy, Inc..txt",
"span": [
345927,
346100
]
}
] |
maud_656
|
Consider the Acquisition Agreement between Parent "M&T Bank Corporation" and Target "People's United Financial, Inc."; Where is the Specific Performance clause
|
9.13 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, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate the Merger), in addition to any other remedy to which they are entitled at law or in equity.
|
maud/People_s United Financial, Inc._M_T Bank Corporation.txt
| 1 |
[
{
"answer": "9.13 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, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate the Merger), in addition to any other remedy to which they are entitled at law or in equity. ",
"file_path": "maud/People_s United Financial, Inc._M_T Bank Corporation.txt",
"span": [
339438,
339982
]
}
] |
maud_1298
|
Consider the Merger Agreement between "Perspecta Inc." and "Jaguar Parentco Inc."; What is the Type of Consideration
|
(ii) Conversion of Capital Stock of the Company. 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 shares of Company Common Stock described in Section 3.1(a)(iii)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted automatically at the Effective Time into the right to receive from Parent $29.35 in cash (the “Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and extinguished and cease to exist. Each holder of any such share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable.
|
maud/Perspecta Inc._Veritas Capital.txt
| 1 |
[
{
"answer": "(ii) Conversion of Capital Stock of the Company. 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 shares of Company Common Stock described in Section 3.1(a)(iii)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted automatically at the Effective Time into the right to receive from Parent $29.35 in cash (the “Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and extinguished and cease to exist. Each holder of any such share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable. ",
"file_path": "maud/Perspecta Inc._Veritas Capital.txt",
"span": [
62380,
63693
]
}
] |
maud_2
|
Consider the Acquisition Agreement between Parent "Magic AcquireCo, Inc." and Target "The Michaels Companies, 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. (b) From the Company Balance Sheet Date until the date hereof, there has not been any event, occurrence, development of a state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
|
maud/The Michaels Companies, Inc._Apollo Global Management, LLC.txt
| 2 |
[
{
"answer": "Section 4.10. Absence of Certain Changes. ",
"file_path": "maud/The Michaels Companies, Inc._Apollo Global Management, LLC.txt",
"span": [
129468,
129516
]
},
{
"answer": "(b) From the Company Balance Sheet Date until the date hereof, there has not been any event, occurrence, development of a state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. ",
"file_path": "maud/The Michaels Companies, Inc._Apollo Global Management, LLC.txt",
"span": [
130228,
130513
]
}
] |
maud_1485
|
Consider the Acquisition Agreement between Parent "Open Text Corporation" and Target "Zix Corporation"; What are the Ordinary course of business covenants
|
the phrase “ordinary course of business” will be deemed in each case to be followed by the words “consistent with past practice.” 5.1 Affirmative Obligations. Except (a) as expressly required by this Agreement; (b) as set forth in Section 5.1 of the Company Disclosure Letter; (c) as expressly prohibited by Section 5.2; (d) as required by applicable Law or (e) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to (ii) conduct its business and operations in the ordinary course of business;
|
maud/Zix_Corporation_Open_Text_Corporation.txt
| 3 |
[
{
"answer": "the phrase “ordinary course of business” will be deemed in each case to be followed by the words “consistent with past practice.” ",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
68903,
69035
]
},
{
"answer": "5.1 Affirmative Obligations. Except (a) as expressly required by this Agreement; (b) as set forth in Section 5.1 of the Company Disclosure Letter; (c) as expressly prohibited by Section 5.2; (d) as required by applicable Law or (e) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to ",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
236424,
236883
]
},
{
"answer": "(ii) conduct its business and operations in the ordinary course of business; ",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
236955,
237032
]
}
] |
maud_86
|
Consider the Acquisition Agreement between Parent "Razorback Technology Intermediate Holdings, Inc." and Target "Endurance International Group Holdings, Inc."; Is there a Tail provision for acquisition proposals
|
8.3 Fees and Expenses. (b) The Company shall pay the Parent the Termination Fee in the event that this Agreement is terminated: (C) within twelve (12) months after the date of termination, the Company shall have consummated any Acquisition Transaction or entered into a definitive agreement with respect to an Acquisition Transaction that is thereafter consummated;
|
maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt
| 3 |
[
{
"answer": "8.3 Fees and Expenses. ",
"file_path": "maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt",
"span": [
222334,
222360
]
},
{
"answer": "(b) The Company shall pay the Parent the Termination Fee in the event that this Agreement is terminated: \n\n\n",
"file_path": "maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt",
"span": [
222673,
222784
]
},
{
"answer": "(C) within twelve (12) months after the date of termination, the Company shall have consummated any Acquisition Transaction or entered into a definitive agreement with respect to an Acquisition Transaction that is thereafter consummated; \n\n\n",
"file_path": "maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt",
"span": [
223540,
223781
]
}
] |
maud_622
|
Consider the Merger Agreement between 'New York Community Bancorp, Inc.' and 'Flagstar Bancorp, Inc.'; What happens during a Breach of No-Shop clause
|
6.13 Acquisition Proposals. (b) Each party agrees that it will not, and shall cause each of its Subsidiaries not to, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, 8.1 Termination. This Agreement may be terminated (f) by NYCB, prior to such time that the Requisite Flagstar Vote is obtained, if (ii) Flagstar or the Board of Directors of Flagstar shall have breached its obligations under Section 6.3 or 6.13 in any material respect. 8.2 Effect of Termination. (ii) In the event that this Agreement is terminated by NYCB pursuant to Section 8.1(f), then Flagstar shall pay NYCB, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination.
|
maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt
| 9 |
[
{
"answer": "6.13 Acquisition Proposals. \n\n\n",
"file_path": "maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
285042,
285073
]
},
{
"answer": "(b) Each party agrees that it will not, and shall cause each of its Subsidiaries ",
"file_path": "maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
285598,
285679
]
},
{
"answer": "not to, ",
"file_path": "maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
285765,
285773
]
},
{
"answer": "(i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, ",
"file_path": "maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
285797,
285933
]
},
{
"answer": "8.1 Termination. This Agreement may be terminated ",
"file_path": "maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
311085,
311135
]
},
{
"answer": "(f) by NYCB, prior to such time that the Requisite Flagstar Vote is obtained, if ",
"file_path": "maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
314260,
314341
]
},
{
"answer": "(ii) Flagstar or the Board of Directors of Flagstar shall have breached its obligations under Section 6.3 or 6.13 in any material respect. \n\n\n",
"file_path": "maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
314436,
314578
]
},
{
"answer": "8.2 Effect of Termination. \n\n\n",
"file_path": "maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
314875,
314905
]
},
{
"answer": "(ii) In the event that this Agreement is terminated by NYCB pursuant to Section 8.1(f), then Flagstar shall pay NYCB, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination. \n\n\n",
"file_path": "maud/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
318237,
318471
]
}
] |
maud_198
|
Consider the Acquisition Agreement between Parent "salesforce.com, inc." and Target "Slack Technologies, Inc."; What is the Definition of "Knowledge"
|
“Knowledge” will be deemed to be, as the case may be, the actual knowledge of (a) the individuals set forth on Section 1.1(a) of the Parent Disclosure Letter with respect to Parent, Merger Sub I or Merger Sub II or (b) the individuals set forth on Section 1.1(a) of the Company Disclosure Letter with respect to the Company, in each case after reasonable inquiry of those employees of such Party and its Subsidiaries who would reasonably be expected to have actual knowledge of the matter in question.
|
maud/Slack Technologies, Inc._salesforce.com, inc..txt
| 1 |
[
{
"answer": "“Knowledge” will be deemed to be, as the case may be, the actual knowledge of (a) the individuals set forth on Section 1.1(a) of the Parent Disclosure Letter with respect to Parent, Merger Sub I or Merger Sub II or (b) the individuals set forth on Section 1.1(a) of the Company Disclosure Letter with respect to the Company, in each case after reasonable inquiry of those employees of such Party and its Subsidiaries who would reasonably be expected to have actual knowledge of the matter in question. \n\n\n",
"file_path": "maud/Slack Technologies, Inc._salesforce.com, inc..txt",
"span": [
361117,
361622
]
}
] |
maud_1432
|
Consider the Merger Agreement between "Sanofi" and "Kadmon Holdings, Inc."; Information about the Closing Condition: Compliance with Covenants
|
Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing:
(a) Compliance with Agreements and Covenants. The Company shall have performed, or complied with, in all material respects its agreements, covenants and other obligations required by this Agreement to be performed or complied with by the Company at or prior to the Closing Date.
|
maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt
| 1 |
[
{
"answer": "Section 6.2 Additional Parent and Merger Subsidiary Conditions. The obligations of Parent and Merger Subsidiary to consummate the Merger shall be further subject to the satisfaction (or waiver by Parent) of each of the following conditions at or prior to the Closing: \n\n\n(a) Compliance with Agreements and Covenants. The Company shall have performed, or complied with, in all material respects its agreements, covenants and other obligations required by this Agreement to be performed or complied with by the Company at or prior to the Closing Date. \n\n\n",
"file_path": "maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt",
"span": [
199360,
199933
]
}
] |
maud_170
|
Consider the Merger Agreement between "Amryt Pharma plc" and "Chiasma, Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
Section 7.01 Reasonable Best Efforts; Filings.
(a) Subject to the terms and conditions of this Agreement, each of the Company and Parent shall, and each shall cause its Subsidiaries to, use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger and other transactions contemplated hereby as promptly as reasonably practicable, including (i) (A) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all Filings as are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby, (B) obtaining, as promptly as practicable, and thereafter maintaining, all Consents from any Governmental Authority that are necessary, proper or advisable to consummate the Merger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent (including by supplying as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to the HSR Act or other applicable Antitrust Laws),
|
maud/Chiasma, Inc._Amryt Pharma plc.txt
| 1 |
[
{
"answer": "Section 7.01 Reasonable Best Efforts; Filings. \n\n\n(a) Subject to the terms and conditions of this Agreement, each of the Company and Parent shall, and each shall cause its Subsidiaries to, use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the Merger and other transactions contemplated hereby as promptly as reasonably practicable, including (i) (A) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all Filings as are necessary, proper or advisable to consummate the Merger and the other transactions contemplated hereby, (B) obtaining, as promptly as practicable, and thereafter maintaining, all Consents from any Governmental Authority that are necessary, proper or advisable to consummate the Merger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent (including by supplying as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to the HSR Act or other applicable Antitrust Laws), ",
"file_path": "maud/Chiasma, Inc._Amryt Pharma plc.txt",
"span": [
297056,
298282
]
}
] |
maud_880
|
Consider the Acquisition Agreement between Parent "DIAMONDBACK ENERGY, INC." and Target "QEP RESOURCES, INC."; Where is the Specific Performance clause
|
9.11 Specific Performance. Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity.
|
maud/QEP Resources, Inc._Diamondback Energy, Inc..txt
| 2 |
[
{
"answer": "9.11 Specific Performance. ",
"file_path": "maud/QEP Resources, Inc._Diamondback Energy, Inc..txt",
"span": [
315064,
315091
]
},
{
"answer": "Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity. ",
"file_path": "maud/QEP Resources, Inc._Diamondback Energy, Inc..txt",
"span": [
315366,
315921
]
}
] |
maud_1416
|
Consider the Acquisition Agreement between Parent "Karta Halten B.V." and Target "Domtar Corporation"; Where is the No-Shop Clause
|
Section 7.2 Company Acquisition Proposals. (b) Except as expressly provided for in this Section 7.2, from and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit its and their respective Representatives to, and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or encourage any inquiry, proposal or offer or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding, cooperate with or assist or participate in or knowingly facilitate any such discussions or negotiations or any effort or attempt to make any Company Acquisition Proposal or provide access to its properties, books and records or furnish to any Person (other than Parent, its Affiliates and its and their respective Representatives) any nonpublic information relating to the Company or any of its Subsidiaries, in connection with any Company Acquisition Proposal, (iii) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, a Company Acquisition Proposal, (iv) enter into any letter of intent, merger agreement or other similar agreement providing for a Company Acquisition Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Alternative Acquisition Agreement”), (v) submit any Company Acquisition Proposal to a vote of the stockholders of the Company, (vi) take any action to exempt any third party or transaction from the restrictions on “business combinations” contained in Section 203 of the DGCL or any other applicable Takeover Statute, or otherwise cause such restrictions, or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, to not apply to such Person or transaction, or (vii) authorize, resolve or agree to do any of the foregoing.
|
maud/Domtar Corporation_Paper Excellence Canada Group.txt
| 2 |
[
{
"answer": "Section 7.2 Company Acquisition Proposals. \n\n\n",
"file_path": "maud/Domtar Corporation_Paper Excellence Canada Group.txt",
"span": [
247697,
247743
]
},
{
"answer": "(b) Except as expressly provided for in this Section 7.2, from and after the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, the Company shall not, and shall cause its Subsidiaries not to, and shall not authorize or permit its and their respective Representatives to, and shall use reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or encourage any inquiry, proposal or offer or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations regarding, cooperate with or assist or participate in or knowingly facilitate any such discussions or negotiations or any effort or attempt to make any Company Acquisition Proposal or provide access to its properties, books and records or furnish to any Person (other than Parent, its Affiliates and its and their respective Representatives) any nonpublic information relating to the Company or any of its Subsidiaries, in connection with any Company Acquisition Proposal, (iii) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, a Company Acquisition Proposal, (iv) enter into any letter of intent, merger agreement or other similar agreement providing for a Company Acquisition Proposal (other than an Acceptable Confidentiality Agreement) (each, an “Alternative Acquisition Agreement”), (v) submit any Company Acquisition Proposal to a vote of the stockholders of the Company, (vi) take any action to exempt any third party or transaction from the restrictions on “business combinations” contained in Section 203 of the DGCL or any other applicable Takeover Statute, or otherwise cause such restrictions, or any restrictive provision of any applicable anti-takeover provision in the certificate of incorporation or bylaws of the Company, to not apply to such Person or transaction, or (vii) authorize, resolve or agree to do any of the foregoing. \n\n\n",
"file_path": "maud/Domtar Corporation_Paper Excellence Canada Group.txt",
"span": [
249223,
251409
]
}
] |
maud_1094
|
Consider the Acquisition Agreement between Parent "Kimco Realty Corporation" and Target "Weingarten Realty Investors"; What is the Definition of "Superior Proposal"
|
“Superior Proposal” means a bona fide written Acquisition Proposal that the Board of Trust Managers of the Company determines in good faith (after taking into account any binding revisions to the terms of this Agreement proposed by Parent pursuant to Section 5.4(b)(iv), after consultation with its financial advisor and outside legal counsel, the timing, likelihood of consummation, legal, financial, regulatory and other aspects of such Acquisition Proposal, and all other matters that the Board of Trust Managers of the Company considers appropriate), would, if consummated, result in a transaction more favorable to the shareholders of the Company than the Merger and the other transactions contemplated by this Agreement; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in this Section 9.1, except that the references to “15% or more” in the definition of “Acquisition Proposal” shall be deemed to be references to “more than 50%”.
|
maud/Weingarten Realty Investors_Kimco Realty Corporation.txt
| 1 |
[
{
"answer": "“Superior Proposal” means a bona fide written Acquisition Proposal that the Board of Trust Managers of the Company determines in good faith (after taking into account any binding revisions to the terms of this Agreement proposed by Parent pursuant to Section 5.4(b)(iv), after consultation with its financial advisor and outside legal counsel, the timing, likelihood of consummation, legal, financial, regulatory and other aspects of such Acquisition Proposal, and all other matters that the Board of Trust Managers of the Company considers appropriate), would, if consummated, result in a transaction more favorable to the shareholders of the Company than the Merger and the other transactions contemplated by this Agreement; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in this Section 9.1, except that the references to “15% or more” in the definition of “Acquisition Proposal” shall be deemed to be references to “more than 50%”. \n\n\n",
"file_path": "maud/Weingarten Realty Investors_Kimco Realty Corporation.txt",
"span": [
346819,
347857
]
}
] |
maud_1241
|
Consider the Acquisition Agreement between Parent "Paloma Partners VI Holdings, LLC" and Target "Goodrich Petroleum Corporation"; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
Section 5.10 Absence of Certain Changes. Since the Company Balance Sheet Date through the date hereof, (a) the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of such businesses consistent with past practice in all material respects, (b) there has not been any Company Material Adverse Effect and (c) there has not been any:
|
maud/Goodrich_Petroleum_Corporation_EnCap_Investments_L_P.txt
| 1 |
[
{
"answer": "Section 5.10 Absence of Certain Changes. Since the Company Balance Sheet Date through the date hereof, (a) the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of such businesses consistent with past practice in all material respects, (b) there has not been any Company Material Adverse Effect and (c) there has not been any: ",
"file_path": "maud/Goodrich_Petroleum_Corporation_EnCap_Investments_L_P.txt",
"span": [
107172,
107561
]
}
] |
maud_111
|
Consider the Acquisition Agreement between Parent "The Progressive Corporation" and Target "Protective Insurance Corporation"; Information about the Fiduciary Termination Right Triggers for termination
|
Section 8.01 Termination. This Agreement may be terminated and the Merger (and the other transactions contemplated hereby) may be abandoned at any time prior to the Effective Time (notwithstanding if the Company Required Vote has been obtained): (d) by the Company, prior to the receipt of the Company Required Vote in accordance with Section 6.06(c) in order to substantially concurrently with such termination enter into a binding definitive written agreement to effect a Superior Proposal that did not arise as a result of a material breach of Section 6.06 so long as the Company pays, or causes to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with, and as a condition to the effectiveness of, such termination;
|
maud/Protective Insurance Corporation_The Progressive Corporation.txt
| 2 |
[
{
"answer": "Section 8.01 Termination. This Agreement may be terminated and the Merger (and the other transactions contemplated hereby) may be abandoned at any time prior to the Effective Time (notwithstanding if the Company Required Vote has been obtained): ",
"file_path": "maud/Protective Insurance Corporation_The Progressive Corporation.txt",
"span": [
206493,
206740
]
},
{
"answer": "(d) by the Company, prior to the receipt of the Company Required Vote in accordance with Section 6.06(c) in order to substantially concurrently with such termination enter into a binding definitive written agreement to effect a Superior Proposal that did not arise as a result of a material breach of Section 6.06 so long as the Company pays, or causes to be paid, to Parent the Company Termination Fee prior to or substantially concurrently with, and as a condition to the effectiveness of, such termination; ",
"file_path": "maud/Protective Insurance Corporation_The Progressive Corporation.txt",
"span": [
207834,
208344
]
}
] |
maud_1661
|
Consider the Acquisition Agreement between Parent 'Peoples Bancorp Inc.' and Target 'Premier Financial Bancorp, Inc.'; I want information about the Limitations on Antitrust Efforts
|
7.01 Conditions to Each Party’s Obligation to Effect the Merger . The respective obligation of each of Peoples and Premier Financial to consummate the Merger is subject to the fulfillment or written waiver by Peoples and Premier Financial prior to the Effective Time of each of the following conditions: (b) Regulatory Approvals. All regulatory approvals required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals shall contain (i) any conditions, restrictions or requirements which the Peoples Board reasonably determines would either before or after the Effective Time have a Material Adverse Effect on Peoples and its Subsidiaries taken as a whole after giving effect to the consummation of the Merger, or (ii) any conditions, restrictions or requirements that are not customary and usual for approvals of such type and which the Peoples Board reasonably determines would either before or after the Effective Time be unduly burdensome. For purposes of this Section 7.01(b), any regulatory approval that does not result in the termination of all outstanding Regulatory Orders applicable to Premier Financial and/or its Subsidiaries, if any, prior to or at the Effective Time shall be deemed to have a Material Adverse Effect on Peoples and its Subsidiaries taken as a whole after giving effect to the consummation of the Merger.
|
maud/Premier Financial Bancorp, Inc._Peoples Bancorp Inc..txt
| 2 |
[
{
"answer": "7.01 Conditions to Each Party’s Obligation to Effect the Merger . The respective obligation of each of Peoples and Premier Financial to consummate the Merger is subject to the fulfillment or written waiver by Peoples and Premier Financial prior to the Effective Time of each of the following conditions: \n\n\n",
"file_path": "maud/Premier Financial Bancorp, Inc._Peoples Bancorp Inc..txt",
"span": [
214043,
214350
]
},
{
"answer": "(b) Regulatory Approvals. All regulatory approvals required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals shall contain (i) any conditions, restrictions or requirements which the Peoples Board reasonably determines would either before or after the Effective Time have a Material Adverse Effect on Peoples and its Subsidiaries taken as a whole after giving effect to the consummation of the Merger, or (ii) any conditions, restrictions or requirements that are not customary and usual for approvals of such type and which the Peoples Board reasonably determines would either before or after the Effective Time be unduly burdensome. For purposes of this Section 7.01(b), any regulatory approval that does not result in the termination of all outstanding Regulatory Orders applicable to Premier Financial and/or its Subsidiaries, if any, prior to or at the Effective Time shall be deemed to have a Material Adverse Effect on Peoples and its Subsidiaries taken as a whole after giving effect to the consummation of the Merger. \n\n\n",
"file_path": "maud/Premier Financial Bancorp, Inc._Peoples Bancorp Inc..txt",
"span": [
214754,
215946
]
}
] |
maud_650
|
Consider the Acquisition Agreement between Parent "M&T Bank Corporation" and Target "People's United Financial, Inc."; What is the Definition of "Knowledge"
|
“knowledge” of the Company means the actual knowledge of any of the officers of the Company listed on Section 9.6 of the Company Disclosure Schedule,
|
maud/People_s United Financial, Inc._M_T Bank Corporation.txt
| 1 |
[
{
"answer": "“knowledge” of the Company means the actual knowledge of any of the officers of the Company listed on Section 9.6 of the Company Disclosure Schedule, ",
"file_path": "maud/People_s United Financial, Inc._M_T Bank Corporation.txt",
"span": [
328654,
328804
]
}
] |
maud_355
|
Consider the Acquisition Agreement between Parent "Stream Parent, LLC" and Target "Stamps.com Inc."; What is the Definition of "Knowledge"
|
“Knowledge” of the Company, with respect to any matter in question, means the actual knowledge of the Company’s Chief Executive Officer; Chief Financial Officer and Chief Legal Officer.
|
maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt
| 1 |
[
{
"answer": "“Knowledge” of the Company, with respect to any matter in question, means the actual knowledge of the Company’s Chief Executive Officer; Chief Financial Officer and Chief Legal Officer. ",
"file_path": "maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt",
"span": [
35948,
36135
]
}
] |
maud_482
|
Consider the Acquisition Agreement between Parent "Performance Food Group Company" and Target "Core-Mark Holding Company, Inc."; What about the Fiduciary exception to the No-Shop Clause
|
Section 5.4 No Company Solicitation. (b) Notwithstanding anything in Section 5.4(a) to the contrary, until the Company Stockholder Approval is obtained, if the Company receives a bona fide written Alternative Acquisition Proposal made after the date hereof that does not result from a material breach of this Section 5.4, and the Company Board determines in good faith (after consultation with outside legal counsel and a nationally recognized financial advisor) that such Alternative Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Acquisition Proposal, (i) the Company may negotiate and enter into an Acceptable Confidentiality Agreement with the Person making such Alternative Acquisition Proposal; provided, that the Company shall promptly (and in no event later than twenty-four (24) hours after execution thereof) deliver a copy of such Acceptable Confidentiality Agreement to Parent, (ii) following entry into such Acceptable Confidentiality Agreement by the Company, the Company and its Representatives may provide information (including nonpublic information) subject to such executed Acceptable Confidentiality Agreement; provided, that any nonpublic information provided to such Person, including if posted to an electronic data room, shall be provided to Parent prior to or substantially concurrently with the time it is provided to such Person, and (iii) the Company and its Representatives may engage in discussion or negotiations for such Alternative Acquisition Proposal with such Person and its Representatives.
|
maud/Core-Mark Holding Company, Inc._Performance Food Group Company.txt
| 2 |
[
{
"answer": "Section 5.4 No Company Solicitation. ",
"file_path": "maud/Core-Mark Holding Company, Inc._Performance Food Group Company.txt",
"span": [
194192,
194229
]
},
{
"answer": "(b) Notwithstanding anything in Section 5.4(a) to the contrary, until the Company Stockholder Approval is obtained, if the Company receives a bona fide written Alternative Acquisition Proposal made after the date hereof that does not result from a material breach of this Section 5.4, and the Company Board determines in good faith (after consultation with outside legal counsel and a nationally recognized financial advisor) that such Alternative Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Acquisition Proposal, (i) the Company may negotiate and enter into an Acceptable Confidentiality Agreement with the Person making such Alternative Acquisition Proposal; provided, that the Company shall promptly (and in no event later than twenty-four (24) hours after execution thereof) deliver a copy of such Acceptable Confidentiality Agreement to Parent, (ii) following entry into such Acceptable Confidentiality Agreement by the Company, the Company and its Representatives may provide information (including nonpublic information) subject to such executed Acceptable Confidentiality Agreement; provided, that any nonpublic information provided to such Person, including if posted to an electronic data room, shall be provided to Parent prior to or substantially concurrently with the time it is provided to such Person, and (iii) the Company and its Representatives may engage in discussion or negotiations for such Alternative Acquisition Proposal with such Person and its Representatives. ",
"file_path": "maud/Core-Mark Holding Company, Inc._Performance Food Group Company.txt",
"span": [
196076,
197600
]
}
] |
maud_347
|
Consider the Acquisition Agreement between Parent "MERCK SHARP & DOHME CORP." and Target "PANDION THERAPEUTICS, INC."; Information about the Fiduciary Termination Right Triggers for termination
|
SECTION 9.1. Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time: (d) by the Company by written notice to Parent at any time prior to the Acceptance Time: (i) in order to accept a Superior Proposal and enter into the Specified Agreement relating to such Superior Proposal, if (1) such Superior Proposal shall not have resulted from any breach of Section 7.8 with respect to such Superior Proposal and any Acquisition Proposal that was a precursor thereto, (2) the Company Board, after satisfying all of the requirements set forth in Section 7.8(d), shall have authorized the Company to enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Proposal (a “Specified Agreement”) and (3) the Company shall have paid the Termination Fee, and have entered into the Specified Agreement, concurrently with the termination of this Agreement pursuant to this Section 9.1(d)(i);
|
maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt
| 2 |
[
{
"answer": "SECTION 9.1. Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time: ",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
269914,
270052
]
},
{
"answer": "(d) by the Company by written notice to Parent at any time prior to the Acceptance Time: (i) in order to accept a Superior Proposal and enter into the Specified Agreement relating to such Superior Proposal, if (1) such Superior Proposal shall not have resulted from any breach of Section 7.8 with respect to such Superior Proposal and any Acquisition Proposal that was a precursor thereto, (2) the Company Board, after satisfying all of the requirements set forth in Section 7.8(d), shall have authorized the Company to enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Proposal (a “Specified Agreement”) and (3) the Company shall have paid the Termination Fee, and have entered into the Specified Agreement, concurrently with the termination of this Agreement pursuant to this Section 9.1(d)(i); ",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
274235,
275116
]
}
] |
maud_1004
|
Consider the Acquisition Agreement between Parent "HORIZON THERAPEUTICS USA, INC." and Target "VIELA BIO, INC."; What is the Definition of "Knowledge"
|
“Knowledge” of the Company, with respect to any matter in question, shall mean the actual knowledge of such matter by any of the executive officers or directors of the Company after reasonable inquiry. With respect to matters involving Intellectual Property Rights, knowledge does not require that any of the Company’s executive officers or directors conduct or have conducted or obtain or have obtained any freedom-to-operate opinions or similar opinions of counsel or any intellectual property clearance searches, and no knowledge of any third party intellectual property that would have been revealed by such inquiries, opinions or searches will be imputed to such executive officers or directors.
|
maud/Viela Bio, Inc._Horizon Therapeutics Public Limited Company.txt
| 1 |
[
{
"answer": "“Knowledge” of the Company, with respect to any matter in question, shall mean the actual knowledge of such matter by any of the executive officers or directors of the Company after reasonable inquiry. With respect to matters involving Intellectual Property Rights, knowledge does not require that any of the Company’s executive officers or directors conduct or have conducted or obtain or have obtained any freedom-to-operate opinions or similar opinions of counsel or any intellectual property clearance searches, and no knowledge of any third party intellectual property that would have been revealed by such inquiries, opinions or searches will be imputed to such executive officers or directors. ",
"file_path": "maud/Viela Bio, Inc._Horizon Therapeutics Public Limited Company.txt",
"span": [
314528,
315229
]
}
] |
maud_774
|
Consider the Acquisition Agreement between Parent "Viasat, Inc." and Target "RigNet, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: (e) by the Company, at any time prior to obtaining the Required Company Stockholder Vote, in the event that (i) the Company Board shall have authorized the Company to enter into a definitive agreement relating to a Company Superior Proposal; (ii) concurrently with the termination of this Agreement, the Company enters into the definitive agreement relating to a Company Superior Proposal and pays Parent the Termination Fee payable to Parent pursuant to Section 6.3(a); and (iii) the Company has not materially breached the provisions of Section 4.2 and Section 4.4;
|
maud/RigNet, Inc._Viasat, Inc..txt
| 2 |
[
{
"answer": "6.1 Termination. This Agreement may be terminated and the Merger may be abandoned: ",
"file_path": "maud/RigNet, Inc._Viasat, Inc..txt",
"span": [
257062,
257145
]
},
{
"answer": "(e) by the Company, at any time prior to obtaining the Required Company Stockholder Vote, in the event that (i) the Company Board shall have authorized the Company to enter into a definitive agreement relating to a Company Superior Proposal; (ii) concurrently with the termination of this Agreement, the Company enters into the definitive agreement relating to a Company Superior Proposal and pays Parent the Termination Fee payable to Parent pursuant to Section 6.3(a); and (iii) the Company has not materially breached the provisions of Section 4.2 and Section 4.4; ",
"file_path": "maud/RigNet, Inc._Viasat, Inc..txt",
"span": [
260176,
260744
]
}
] |
maud_940
|
Consider the Merger Agreement between "Century Bancorp, Inc." and "Eastern Bankshares, Inc."; Is there a Tail provision for acquisition proposals
|
8.2 Effect of Termination. (C) prior to the date that is twelve (12) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to $25,670,000.00 (the “Termination Fee”);
|
maud/Century Bancorp, Inc._Eastern Bankshares, Inc..txt
| 2 |
[
{
"answer": "8.2 Effect of Termination. ",
"file_path": "maud/Century Bancorp, Inc._Eastern Bankshares, Inc..txt",
"span": [
218133,
218160
]
},
{
"answer": "(C) prior to the date that is twelve (12) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to $25,670,000.00 (the “Termination Fee”); ",
"file_path": "maud/Century Bancorp, Inc._Eastern Bankshares, Inc..txt",
"span": [
220209,
220735
]
}
] |
maud_592
|
Consider the Merger Agreement between "White Sands Parent, Inc." and "Boingo Wireless, Inc."; Where is the No-Shop Clause
|
6.2 Solicitation of Transactions. (b) No-Shop Period. (i) From and after the Go-Shop Period, and continuing until prior to the time the Requisite Company Vote is obtained, or if earlier, the termination of this Agreement in accordance with the terms hereof, the Company and the Company Subsidiaries shall not, nor shall they authorize or permit and shall instruct and cause any of their respective Representatives not to, directly or indirectly, except as otherwise permitted by this Section 6.2, (a) solicit, initiate, knowingly induce, knowingly encourage or knowingly facilitate any Acquisition Proposal or the making thereof to the Company or its stockholders; (b) enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide access to its properties, books and records or furnish any confidential or non-public information to, or otherwise cooperate in any way with, any person (other than Parent, Merger Sub and their Representatives) in connection with, relating to, or for the purpose of encouraging or facilitating an Acquisition Proposal; (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (d) execute or enter into, any Acquisition Agreement; or (e) take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute (including Section 203 of the DCGL) or any restrictive provision of any applicable anti-takeover provision in the Company’s organizational documents, in each case inapplicable to any person (other than Parent, Merger Sub or any of their affiliates) or any Acquisition Proposal (and to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any such person or Acquisition Proposal under any such provisions). Any violation of the restrictions on the Company or any Company Subsidiary set forth in this Section 6.2(b)(i) by any Representative of the Company or any Company Subsidiary shall be deemed a breach of this Section 6.2(b)(i) by the Company. Promptly following the expiration of the Go-Shop Period, the Company and the Company Subsidiaries shall, and shall instruct and cause any of their respective Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations or other activities with any person (other than the parties hereto) in connection with an Acquisition Proposal. The Company also agrees that it will thereafter promptly request each person (other than the parties hereto) that has, prior to the expiration of the Go-Shop Period, executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such person by or on behalf of the Company or any Company Subsidiary prior to the date hereof and shall terminate access to data rooms furnished in connection therewith.
|
maud/Boingo Wireless, Inc._Digital Colony Partners, LP.txt
| 2 |
[
{
"answer": "6.2 Solicitation of Transactions. ",
"file_path": "maud/Boingo Wireless, Inc._Digital Colony Partners, LP.txt",
"span": [
215478,
215524
]
},
{
"answer": "(b) No-Shop Period. (i) From and after the Go-Shop Period, and continuing until prior to the time the Requisite Company Vote is obtained, or if earlier, the termination of this Agreement in accordance with the terms hereof, the Company and the Company Subsidiaries shall not, nor shall they authorize or permit and shall instruct and cause any of their respective Representatives not to, directly or indirectly, except as otherwise permitted by this Section 6.2, (a) solicit, initiate, knowingly induce, knowingly encourage or knowingly facilitate any Acquisition Proposal or the making thereof to the Company or its stockholders; (b) enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide access to its properties, books and records or furnish any confidential or non-public information to, or otherwise cooperate in any way with, any person (other than Parent, Merger Sub and their Representatives) in connection with, relating to, or for the purpose of encouraging or facilitating an Acquisition Proposal; (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (d) execute or enter into, any Acquisition Agreement; or (e) take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute (including Section 203 of the DCGL) or any restrictive provision of any applicable anti-takeover provision in the Company’s organizational documents, in each case inapplicable to any person (other than Parent, Merger Sub or any of their affiliates) or any Acquisition Proposal (and to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any such person or Acquisition Proposal under any such provisions). Any violation of the restrictions on the Company or any Company Subsidiary set forth in this Section 6.2(b)(i) by any Representative of the Company or any Company Subsidiary shall be deemed a breach of this Section 6.2(b)(i) by the Company. Promptly following the expiration of the Go-Shop Period, the Company and the Company Subsidiaries shall, and shall instruct and cause any of their respective Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations or other activities with any person (other than the parties hereto) in connection with an Acquisition Proposal. The Company also agrees that it will thereafter promptly request each person (other than the parties hereto) that has, prior to the expiration of the Go-Shop Period, executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such person by or on behalf of the Company or any Company Subsidiary prior to the date hereof and shall terminate access to data rooms furnished in connection therewith. \n\n\n ",
"file_path": "maud/Boingo Wireless, Inc._Digital Colony Partners, LP.txt",
"span": [
216785,
219859
]
}
] |
maud_252
|
Consider the Acquisition Agreement between Parent "Learning Technologies Group plc" and Target "GP Strategies Corporation"; What is the Definition of "Knowledge"
|
“Company’s Knowledge” or similar phrases means the actual knowledge of the individuals identified in Section 9.1(a) of the Company Disclosure Schedule, or knowledge that individuals in such positions would reasonably be expected to have but without any duty to inquire or investigate.
|
maud/GP_Strategies_Corp_Learning_Technologies_Group.txt
| 1 |
[
{
"answer": "“Company’s Knowledge” or similar phrases means the actual knowledge of the individuals identified in Section 9.1(a) of the Company Disclosure Schedule, or knowledge that individuals in such positions would reasonably be expected to have but without any duty to inquire or investigate. \n\n\n",
"file_path": "maud/GP_Strategies_Corp_Learning_Technologies_Group.txt",
"span": [
278951,
279239
]
}
] |
maud_469
|
Consider the Acquisition Agreement between Parent "Chesapeake Energy Corporation" and Target "Vine Energy Inc."; What is the Definition of "Superior Proposal"
|
“Company Superior Proposal” means a bona fide Company Competing Proposal that is not solicited after the date of this Agreement by any Person or group (other than Parent or any of its Affiliates) to acquire, directly or indirectly, (a) businesses or assets of the Company or any of its Subsidiaries (including capital stock of or ownership interest in any Subsidiary) that account for 50% or more of the fair market value of such assets or that generated 50% or more of the Company’s and its Subsidiaries’ net revenue or earnings before interest, Taxes, depreciation and amortization for the preceding twelve (12) months, respectively, or (b) 50% or more of the total voting power or of any class of equity securities of the Company or those of any of its Subsidiaries, in each case whether by way of merger, amalgamation, share exchange, tender offer, exchange offer, recapitalization, consolidation, sale of assets or otherwise, that in the good faith determination of the Company Board, (i) if consummated, would result in a transaction more favorable to the Company’s stockholders (in their capacity as such) than the First Merger (after taking into account the time likely to be required to consummate such proposal and any adjustments or revisions to the terms of this Agreement offered by Parent in response to such proposal or otherwise) and (ii) is reasonably likely to be consummated on the terms proposed, in each case taking into account any legal, financial, regulatory and stockholder approval requirements, including the sources, availability and terms of any financing, financing market conditions and the existence of a financing contingency, the likelihood of termination, the timing of Closing, the identity of the Person or Persons making the proposal and any other aspects considered relevant by the Company Board.
|
maud/Vine_Energy_Inc_Chesapeake_Energy.txt
| 1 |
[
{
"answer": "“Company Superior Proposal” means a bona fide Company Competing Proposal that is not solicited after the date of this Agreement by any Person or group (other than Parent or any of its Affiliates) to acquire, directly or indirectly, (a) businesses or assets of the Company or any of its Subsidiaries (including capital stock of or ownership interest in any Subsidiary) that account for 50% or more of the fair market value of such assets or that generated 50% or more of the Company’s and its Subsidiaries’ net revenue or earnings before interest, Taxes, depreciation and amortization for the preceding twelve (12) months, respectively, or (b) 50% or more of the total voting power or of any class of equity securities of the Company or those of any of its Subsidiaries, in each case whether by way of merger, amalgamation, share exchange, tender offer, exchange offer, recapitalization, consolidation, sale of assets or otherwise, that in the good faith determination of the Company Board, (i) if consummated, would result in a transaction more favorable to the Company’s stockholders (in their capacity as such) than the First Merger (after taking into account the time likely to be required to consummate such proposal and any adjustments or revisions to the terms of this Agreement offered by Parent in response to such proposal or otherwise) and (ii) is reasonably likely to be consummated on the terms proposed, in each case taking into account any legal, financial, regulatory and stockholder approval requirements, including the sources, availability and terms of any financing, financing market conditions and the existence of a financing contingency, the likelihood of termination, the timing of Closing, the identity of the Person or Persons making the proposal and any other aspects considered relevant by the Company Board. \n\n\n",
"file_path": "maud/Vine_Energy_Inc_Chesapeake_Energy.txt",
"span": [
324914,
326753
]
}
] |
maud_1155
|
Consider the Acquisition Agreement between Parent "SPB Hospitality LLC" and Target "J. Alexander’s Holdings, Inc."; What are the Ordinary course of business covenants
|
Section 4.1 Conduct of Business by the Company.
(a) From the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Section 7.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity, (y) as set forth in Section 4.1(a) of the Company Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed, except as otherwise set forth in this Agreement), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course of Business in all material respects and use its commercially reasonably efforts to comply in all material respects with applicable Law and the Company Permits, preserve intact its business organization, preserve its assets, rights and properties in good repair and condition and preserve its goodwill and its relationships with Governmental Entities and other third parties having business dealings with the Company or its Subsidiaries; provided, however, that the failure by the Company or any of its Subsidiaries to take an action because such action is prohibited by any provision of Section 4.1(b) without Parent’s consent shall not constitute a breach under this Section 4.1(a). Notwithstanding anything to the contrary set forth in this Section 4.1(a), the Company and its Subsidiaries may take any actions in response to COVID-19 Measures that the Company reasonably determines are necessary or prudent for it to take and that are substantially consistent with actions taken by similarly situated Persons operating in the upscale casual dining segment of the restaurant industry in the geographic regions in which the affected businesses of the Company or any of its Subsidiaries operate; provided, that, to the extent practicable, the Company shall provide prior notice to and reasonably consult with Parent before taking such actions and, to the extent such actions would otherwise require the prior written consent of the Parent under Section 4.1(b), such actions shall require Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). “Ordinary Course of Business” means the usual and ordinary course of normal day-to-day operations of the business, consistent (in scope, manner, amount and otherwise) with the Company’s and its Subsidiaries’ past practices through the date of this Agreement.
|
maud/J_Alexander_s_Holdings_Inc_SPB_Hospitality_LLC.txt
| 2 |
[
{
"answer": "Section 4.1 Conduct of Business by the Company. \n\n\n(a) From the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated in accordance with Section 7.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity, (y) as set forth in Section 4.1(a) of the Company Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed, except as otherwise set forth in this Agreement), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course of Business in all material respects and use its commercially reasonably efforts to comply in all material respects with applicable Law and the Company Permits, preserve intact its business organization, preserve its assets, rights and properties in good repair and condition and preserve its goodwill and its relationships with Governmental Entities and other third parties having business dealings with the Company or its Subsidiaries; provided, however, that the failure by the Company or any of its Subsidiaries to take an action because such action is prohibited by any provision of Section 4.1(b) without Parent’s consent shall not constitute a breach under this Section 4.1(a). Notwithstanding anything to the contrary set forth in this Section 4.1(a), the Company and its Subsidiaries may take any actions in response to COVID-19 Measures that the Company reasonably determines are necessary or prudent for it to take and that are substantially consistent with actions taken by similarly situated Persons operating in the upscale casual dining segment of the restaurant industry in the geographic regions in which the affected businesses of the Company or any of its Subsidiaries operate; provided, that, to the extent practicable, the Company shall provide prior notice to and reasonably consult with Parent before taking such actions and, to the extent such actions would otherwise require the prior written consent of the Parent under Section 4.1(b), such actions shall require Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). \n\n\n",
"file_path": "maud/J_Alexander_s_Holdings_Inc_SPB_Hospitality_LLC.txt",
"span": [
143379,
145712
]
},
{
"answer": "“Ordinary Course of Business” means the usual and ordinary course of normal day-to-day operations of the business, consistent (in scope, manner, amount and otherwise) with the Company’s and its Subsidiaries’ past practices through the date of this Agreement. \n\n\n",
"file_path": "maud/J_Alexander_s_Holdings_Inc_SPB_Hospitality_LLC.txt",
"span": [
295332,
295594
]
}
] |
maud_131
|
Consider the Acquisition Agreement between Parent "Columbia Banking System, Inc." and Target "Bank of Commerce Holdings"; Where is the Specific Performance clause
|
9.11 Specific Performance. 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. It is accordingly agreed that the parties shall be entitled to seek specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at Law or equity.
|
maud/Bank of Commerce Holdings_Columbia Banking System, Inc..txt
| 1 |
[
{
"answer": "9.11 Specific Performance. 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. It is accordingly agreed that the parties shall be entitled to seek specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at Law or equity. \n\n\n",
"file_path": "maud/Bank of Commerce Holdings_Columbia Banking System, Inc..txt",
"span": [
255141,
255543
]
}
] |
maud_275
|
Consider the Acquisition Agreement between Parent "Independent Bank Corp." and Target "Meridian Bancorp, Inc."; What is the Definition of "Knowledge"
|
“Knowledge” of any Person (including references to a Person being aware of a particular matter) as used with respect to Company and its Subsidiaries means those facts that are actually known, after reasonable inquiry, by the Executive Officers of Company and the directors of Company and Company Bank, and as used with respect to Buyer and its Subsidiaries means those facts that are actually known, after reasonable inquiry, by the Executive Officers of Buyer and the directors of Buyer. Without limiting the scope of the immediately preceding sentence, the term “Knowledge” includes any fact, matter, or circumstance set forth in any written notice received by Company or Buyer, respectively, from any Governmental Authority.
|
maud/Meridian Bancorp, Inc._Independent Bank Corp..txt
| 1 |
[
{
"answer": "“Knowledge” of any Person (including references to a Person being aware of a particular matter) as used with respect to Company and its Subsidiaries means those facts that are actually known, after reasonable inquiry, by the Executive Officers of Company and the directors of Company and Company Bank, and as used with respect to Buyer and its Subsidiaries means those facts that are actually known, after reasonable inquiry, by the Executive Officers of Buyer and the directors of Buyer. Without limiting the scope of the immediately preceding sentence, the term “Knowledge” includes any fact, matter, or circumstance set forth in any written notice received by Company or Buyer, respectively, from any Governmental Authority. \n\n\n ",
"file_path": "maud/Meridian Bancorp, Inc._Independent Bank Corp..txt",
"span": [
314869,
315604
]
}
] |
maud_750
|
Consider the Merger Agreement between "Madison Square Garden Entertainment Corp." and "MSG Networks Inc."; What are the Ordinary course of business covenants
|
SECTION 5.2 Conduct of Business by the Company. Except for matters set forth in Section 5.2 of the Company Disclosure Schedule or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law (including COVID-19 Measures) or with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each Company Subsidiary to, (i) conduct its business in the ordinary course of business in all material respects
|
maud/MSG Networks Inc._Madison Square Garden Entertainment Corp..txt
| 1 |
[
{
"answer": "SECTION 5.2 Conduct of Business by the Company. Except for matters set forth in Section 5.2 of the Company Disclosure Schedule or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law (including COVID-19 Measures) or with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each Company Subsidiary to, (i) conduct its business in the ordinary course of business in all material respects",
"file_path": "maud/MSG Networks Inc._Madison Square Garden Entertainment Corp..txt",
"span": [
136709,
137370
]
}
] |
maud_1563
|
Consider the Merger Agreement between "Thermo Fisher Scientific Inc." and "PPD, Inc."; What is the Definition of "Superior Proposal"
|
“Superior Proposal” means any bona fide written Company Takeover Proposal made by a third party or group that is not solicited in violation of Section 5.02 that the Company Board has determined in its good faith judgment, after consultation with its financial advisors and outside legal counsel, (x) is reasonably capable of being consummated on the terms proposed, taking into account all financial, legal, regulatory and other aspects of such Company Takeover Proposal, including all material conditions contained therein and for which financing (if required) is committed and is reasonably likely to be obtained, and (y) to be more favorable from a financial point of view to the Company’s stockholders, than the transactions contemplated hereby (taking into account any changes to this Agreement proposed by Parent in writing in a binding offer in accordance with Section 5.02(f) in response to such Company Takeover Proposal); provided that for purposes of the definition of “Superior Proposal”, the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50.1%”.
|
maud/PPD, Inc._Thermo Fisher Scientific Inc..txt
| 1 |
[
{
"answer": "“Superior Proposal” means any bona fide written Company Takeover Proposal made by a third party or group that is not solicited in violation of Section 5.02 that the Company Board has determined in its good faith judgment, after consultation with its financial advisors and outside legal counsel, (x) is reasonably capable of being consummated on the terms proposed, taking into account all financial, legal, regulatory and other aspects of such Company Takeover Proposal, including all material conditions contained therein and for which financing (if required) is committed and is reasonably likely to be obtained, and (y) to be more favorable from a financial point of view to the Company’s stockholders, than the transactions contemplated hereby (taking into account any changes to this Agreement proposed by Parent in writing in a binding offer in accordance with Section 5.02(f) in response to such Company Takeover Proposal); provided that for purposes of the definition of “Superior Proposal”, the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50.1%”. \n\n\n",
"file_path": "maud/PPD, Inc._Thermo Fisher Scientific Inc..txt",
"span": [
288183,
289295
]
}
] |
maud_633
|
Consider the Acquisition Agreement between Parent "SANOFI" and Target "TRANSLATE BIO, INC."; What is the Definition of "Interveining Event"
|
“Change in Circumstance” 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 Offer Acceptance Time, 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 in Circumstances), (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 Change in Circumstances).
|
maud/Translate_Bio_Sanofi_SA.txt
| 1 |
[
{
"answer": "“Change in Circumstance” 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 Offer Acceptance Time, 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 in Circumstances), (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 Change in Circumstances). \n\n\n",
"file_path": "maud/Translate_Bio_Sanofi_SA.txt",
"span": [
231685,
232731
]
}
] |
maud_162
|
Consider the Merger Agreement between "Amryt Pharma plc" and "Chiasma, Inc."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
Section 4.09 Absence of Certain Changes. Since the Company Balance Sheet Date through the date of this Agreement: ; (b) there has not been any Company Material Adverse Effect;
|
maud/Chiasma, Inc._Amryt Pharma plc.txt
| 2 |
[
{
"answer": "Section 4.09 Absence of Certain Changes. Since the Company Balance Sheet Date through the date of this Agreement: ",
"file_path": "maud/Chiasma, Inc._Amryt Pharma plc.txt",
"span": [
111642,
111766
]
},
{
"answer": "; (b) there has not been any Company Material Adverse Effect; ",
"file_path": "maud/Chiasma, Inc._Amryt Pharma plc.txt",
"span": [
112005,
112067
]
}
] |
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