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maud_165
|
Consider the Merger Agreement between "Amryt Pharma plc" and "Chiasma, Inc."; What about the Fiduciary exception to the No-Shop Clause
|
Section 6.03 No Solicitation by the Company. (c) Notwithstanding the foregoing, if at any time prior to the receipt of the Company Stockholder Approval (the “Company Approval Time”), the Board of Directors of the Company receives a bona fide written Company Acquisition Proposal made after the date of this Agreement that has not resulted from a violation of this Section 6.03 and the Board of Directors of the Company determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Company Acquisition Proposal is or is reasonably likely to lead to a Company Superior Proposal and, after consultation with its outside legal counsel, that failure to take the actions referred to in clause (A) and (B) below would be inconsistent with the directors’ fiduciary duties under Applicable Law, then the Company may (A) subject to compliance with this Section 6.03, engage in negotiations or discussions with such Third Party and (B) furnish to such Third Party and its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided, that all such non-public information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, substantially concurrently with the time it is provided or made available to such Third Party.
|
maud/Chiasma, Inc._Amryt Pharma plc.txt
| 2 |
[
{
"answer": "Section 6.03 No Solicitation by the Company. \n\n\n",
"file_path": "maud/Chiasma, Inc._Amryt Pharma plc.txt",
"span": [
271923,
271980
]
},
{
"answer": "(c) Notwithstanding the foregoing, if at any time prior to the receipt of the Company Stockholder Approval (the “Company Approval Time”), the Board of Directors of the Company receives a bona fide written Company Acquisition Proposal made after the date of this Agreement that has not resulted from a violation of this Section 6.03 and the Board of Directors of the Company determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Company Acquisition Proposal is or is reasonably likely to lead to a Company Superior Proposal and, after consultation with its outside legal counsel, that failure to take the actions referred to in clause (A) and (B) below would be inconsistent with the directors’ fiduciary duties under Applicable Law, then the Company may (A) subject to compliance with this Section 6.03, engage in negotiations or discussions with such Third Party and (B) furnish to such Third Party and its Representatives non-public information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement; provided, that all such non-public information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, substantially concurrently with the time it is provided or made available to such Third Party. \n\n\n",
"file_path": "maud/Chiasma, Inc._Amryt Pharma plc.txt",
"span": [
275126,
276546
]
}
] |
maud_1655
|
Consider the Acquisition Agreement between Parent 'Peoples Bancorp Inc.' and Target 'Premier Financial Bancorp, Inc.'; What about the Fiduciary exception to the No-Shop Clause
|
6.06 Acquisition Proposal. (b) Notwithstanding anything to the contrary in Section 6.06(a), if Premier Financial or any of its Representatives receives an unsolicited bona fide Acquisition Proposal that did not result from or arise in connection with a breach of Section 6.06(a), Premier Financial and its Representatives may take any action described in Section 6.06(a)(ii), if, and only if, the Premier Financial Board determines in good faith, after consultation with Premier Financial’s outside legal and financial advisors, that (i) such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, and (ii) the failure of the Premier Financial Board to take such action would cause the Premier Financial Board to violate its fiduciary duties to the shareholders of Premier Financial under applicable Law; provided, that Premier Financial receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing party than the confidentiality terms of this Agreement.
|
maud/Premier Financial Bancorp, Inc._Peoples Bancorp Inc..txt
| 2 |
[
{
"answer": "6.06 Acquisition Proposal. ",
"file_path": "maud/Premier Financial Bancorp, Inc._Peoples Bancorp Inc..txt",
"span": [
174232,
174259
]
},
{
"answer": "(b) Notwithstanding anything to the contrary in Section 6.06(a), if Premier Financial or any of its Representatives receives an unsolicited bona fide Acquisition Proposal that did not result from or arise in connection with a breach of Section 6.06(a), Premier Financial and its Representatives may take any action described in Section 6.06(a)(ii), if, and only if, the Premier Financial Board determines in good faith, after consultation with Premier Financial’s outside legal and financial advisors, that (i) such Acquisition Proposal constitutes or is reasonably capable of becoming a Superior Proposal, and (ii) the failure of the Premier Financial Board to take such action would cause the Premier Financial Board to violate its fiduciary duties to the shareholders of Premier Financial under applicable Law; provided, that Premier Financial receives from such Person or Group an executed confidentiality agreement containing terms no less favorable to the disclosing party than the confidentiality terms of this Agreement. \n\n\n",
"file_path": "maud/Premier Financial Bancorp, Inc._Peoples Bancorp Inc..txt",
"span": [
175842,
176874
]
}
] |
maud_658
|
Consider the Acquisition Agreement between Parent "First Citizens BancShares, Inc." and Target "CIT Group Inc."; What is the Definition of "Knowledge"
|
“knowledge” of CIT means the actual knowledge of any of the officers of CIT listed on Section 9.6 of the CIT Disclosure Schedule
|
maud/CIT Group Inc._First Citizens BancShares, Inc..txt
| 1 |
[
{
"answer": "“knowledge” of CIT means the actual knowledge of any of the officers of CIT listed on Section 9.6 of the CIT Disclosure Schedule",
"file_path": "maud/CIT Group Inc._First Citizens BancShares, Inc..txt",
"span": [
343322,
343450
]
}
] |
maud_85
|
Consider the Acquisition Agreement between Parent "Razorback Technology Intermediate Holdings, Inc." and Target "Endurance International Group Holdings, Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
8.1 Termination. This Agreement may be terminated and the Merger may be abandoned (with respect to Sections 8.1(b) through 8.1(h), by written notice by the terminating party to the other party), whether before or, subject to the terms hereof, after stockholder approval hereof: (f) by the Company, at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal; (ii) the Company Board has determined in good faith (after consultation with outside counsel) that the failure proceed pursuant to this Section 8.1(f) would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; (iii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to Section 6.1 with respect to such Superior Proposal; (iv) the Company has notified the Parent in writing that it intends to enter into a definitive agreement relating to such Superior Proposal, specifying the material terms and conditions of such Superior Proposal (a “Superior Proposal Notice”) (it being understood that the Superior Proposal Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement); (v) if requested by the Parent, the Company shall have made its Representatives available to negotiate with the Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to the Parent of such Superior Proposal Notice; provided, however, that in the event of any material revisions to such Superior Proposal, the Company will be required to notify Parent of such revisions and the applicable three (3) Business Day period described above shall be extended until two (2) Business Days after the time Parent receives notification from the Company of such revisions; (vi) if the Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside counsel), after considering the terms of such offer by the Parent, that the Superior Proposal giving rise to such Superior Proposal Notice continues to be a Superior Proposal and it would still be reasonably likely to be inconsistent with its fiduciary obligations of the Company Board under applicable law not to accept such Superior Proposal; and (vii) concurrently with the termination of this Agreement, the Company pays the Parent the Termination Fee contemplated by Section 8.3(b)(ii) and enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal;
|
maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt
| 2 |
[
{
"answer": "8.1 Termination. This Agreement may be terminated and the Merger may be abandoned (with respect to Sections 8.1(b) through 8.1(h), by written notice by the terminating party to the other party), whether before or, subject to the terms hereof, after stockholder approval hereof: \n\n\n",
"file_path": "maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt",
"span": [
213257,
213541
]
},
{
"answer": "(f) by the Company, at any time prior to receipt of the Company Stockholder Approval, in the event that: (i) the Company shall have received a Superior Proposal; (ii) the Company Board has determined in good faith (after consultation with outside counsel) that the failure proceed pursuant to this Section 8.1(f) would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; (iii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to Section 6.1 with respect to such Superior Proposal; (iv) the Company has notified the Parent in writing that it intends to enter into a definitive agreement relating to such Superior Proposal, specifying the material terms and conditions of such Superior Proposal (a “Superior Proposal Notice”) (it being understood that the Superior Proposal Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement); (v) if requested by the Parent, the Company shall have made its Representatives available to negotiate with the Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to the Parent of such Superior Proposal Notice; provided, however, that in the event of any material revisions to such Superior Proposal, the Company will be required to notify Parent of such revisions and the applicable three (3) Business Day period described above shall be extended until two (2) Business Days after the time Parent receives notification from the Company of such revisions; (vi) if the Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside counsel), after considering the terms of such offer by the Parent, that the Superior Proposal giving rise to such Superior Proposal Notice continues to be a Superior Proposal and it would still be reasonably likely to be inconsistent with its fiduciary obligations of the Company Board under applicable law not to accept such Superior Proposal; and (vii) concurrently with the termination of this Agreement, the Company pays the Parent the Termination Fee contemplated by Section 8.3(b)(ii) and enters into the definitive agreement to consummate the transaction contemplated by such Superior Proposal; \n\n\n",
"file_path": "maud/Endurance International Group Holdings, Inc._Clearlake Capital Group, L.P..txt",
"span": [
216553,
219099
]
}
] |
maud_560
|
Consider the Merger Agreement between 'Penn Virginia Corporation' and 'Lonestar Resources US Inc.'; What is the Type of Consideration
|
Section 1.6 Effect on Capital Stock. (ii) subject to Section 1.6(b) and Section 1.6(c), each share of Lambda Common Stock issued and outstanding (other than Excluded Shares) immediately prior to the Effective Time shall be converted into the right to receive from Pi 0.51 fully paid and nonassessable shares of common stock, $0.01 par value, of Pi (the “Pi Common Stock”).
|
maud/Lonestar_Resources_US_Inc_Penn_Virginia_Corporation.txt
| 2 |
[
{
"answer": "Section 1.6 Effect on Capital Stock. \n\n\n",
"file_path": "maud/Lonestar_Resources_US_Inc_Penn_Virginia_Corporation.txt",
"span": [
18672,
18712
]
},
{
"answer": "(ii) subject to Section 1.6(b) and Section 1.6(c), each share of Lambda Common Stock issued and outstanding (other than Excluded Shares) immediately prior to the Effective Time shall be converted into the right to receive from Pi 0.51 fully paid and nonassessable shares of common stock, $0.01 par value, of Pi (the “Pi Common Stock”). \n\n\n",
"file_path": "maud/Lonestar_Resources_US_Inc_Penn_Virginia_Corporation.txt",
"span": [
19211,
19550
]
}
] |
maud_453
|
Consider the Acquisition Agreement between Parent "AbbVie Inc." and Target "Soliton, Inc."; Information about the Closing Condition: Accuracy of Target's Representations and Warranties
|
SECTION 3.01. Organization; Standing. SECTION 3.02. Capitalization. SECTION 3.03. Authority; Noncontravention. (a) This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, (b) The Board of Directors of the Company, acting upon the unanimous recommendation of the Strategic Alternatives Committee, at a meeting duly called and held, unanimously adopted resolutions (i) determining that the Transactions are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, SECTION 3.06. Absence of Certain Changes. Since December 31, 2020 through the date of this Agreement (b) there has not been any Material Adverse Effect or any event, change or occurrence that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. SECTION 3.15. No Rights Agreement; Anti-Takeover Laws. SECTION 3.21. Stockholder Approval. SECTION 3.24. Brokers and Other Advisors. 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:
(a) Representations and Warranties. The representations and warranties of the Company (i) set forth in Section 3.02(a) and the first sentence of Section 3.02(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except for de minimis inaccuracies, (ii) set forth in the first sentence of Section 3.01, Section 3.03(a), Section 3.03(b), Section 3.15, Section 3.21 and Section 3.24 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (iii) set forth in Section 3.06(b) shall be true and correct in all respects as of the date of this Agreement, and (iv) set forth in the Agreement, other than those Sections specifically identified in clauses (i), (ii) and (iii) of this Section 6.02(a), shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date, with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iv), where the failure to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
|
maud/Soliton_Inc_Abbvie_Inc.txt
| 12 |
[
{
"answer": "SECTION 3.01. Organization; Standing. ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
33539,
33577
]
},
{
"answer": "SECTION 3.02. Capitalization. ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
34631,
34661
]
},
{
"answer": "SECTION 3.03. Authority; Noncontravention. (a) ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
40611,
40658
]
},
{
"answer": "This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
41663,
41788
]
},
{
"answer": "hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
41818,
41982
]
},
{
"answer": "(b) The Board of Directors of the Company, acting upon the unanimous recommendation of the Strategic Alternatives Committee, at a meeting duly called and held, unanimously adopted resolutions (i) determining that the Transactions are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approving and declaring advisable the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
42379,
42849
]
},
{
"answer": "SECTION 3.06. Absence of Certain Changes. Since December 31, 2020 through the date of this Agreement ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
52284,
52385
]
},
{
"answer": "(b) there has not been any Material Adverse Effect or any event, change or occurrence that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
53002,
53192
]
},
{
"answer": "SECTION 3.15. No Rights Agreement; Anti-Takeover Laws. ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
86640,
86695
]
},
{
"answer": "SECTION 3.21. Stockholder Approval. ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
110215,
110251
]
},
{
"answer": "SECTION 3.24. Brokers and Other Advisors. ",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
112293,
112335
]
},
{
"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(a) Representations and Warranties. The representations and warranties of the Company (i) set forth in Section 3.02(a) and the first sentence of Section 3.02(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except for de minimis inaccuracies, (ii) set forth in the first sentence of Section 3.01, Section 3.03(a), Section 3.03(b), Section 3.15, Section 3.21 and Section 3.24 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (iii) set forth in Section 3.06(b) shall be true and correct in all respects as of the date of this Agreement, and (iv) set forth in the Agreement, other than those Sections specifically identified in clauses (i), (ii) and (iii) of this Section 6.02(a), shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date, with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iv), where the failure to be true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. \n\n\n",
"file_path": "maud/Soliton_Inc_Abbvie_Inc.txt",
"span": [
202768,
204760
]
}
] |
maud_76
|
Consider the Acquisition Agreement between Parent "IRC Superman Midco, LLC" and Target "American Renal Associates Holdings, Inc."; Is there a Tail provision for acquisition proposals
|
Section 8.2. Effect of Termination. (b) In the event that: (ii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(f) or by Parent pursuant to Section 8.1(e)(i) and (A) at any time after the date of this Agreement and prior to the taking of a vote to approve this Agreement at the Stockholders Meeting or any postponement or adjournment thereof an Acquisition Proposal shall have been made directly to the Company’s stockholders or an Acquisition Proposal shall have otherwise become publicly known or, in the case of a termination pursuant to Section 8.1(e)(i), an Acquisition Proposal shall have been provided to the Company or the Board of Directors (or a duly authorized committee thereof), and such Acquisition Proposal shall have not been withdrawn prior to such taking of a vote to approve this Agreement or, in the case of a termination pursuant to Section 8.1(e)(i), prior to the breach that forms the basis of such termination and (B) within nine (9) months after such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which is subsequently consummated, whether within such nine (9) month period or thereafter), then, in any such event, the Company shall pay to Parent (or its designee) the Company Termination Fee, such payment to be made within two (2) Business Days from the consummation of an Acquisition Proposal, by wire transfer of immediately available funds. For the purpose of this Section 8.2(b)(ii), all references in the definition of the term Acquisition Proposal to “15% or more” will be deemed to be references to “more than 50%”.
|
maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt
| 3 |
[
{
"answer": "Section 8.2. Effect of Termination. \n\n\n",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
275266,
275305
]
},
{
"answer": "(b) In the event that: \n\n\n",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
277246,
277272
]
},
{
"answer": "(ii) this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(f) or by Parent pursuant to Section 8.1(e)(i) and (A) at any time after the date of this Agreement and prior to the taking of a vote to approve this Agreement at the Stockholders Meeting or any postponement or adjournment thereof an Acquisition Proposal shall have been made directly to the Company’s stockholders or an Acquisition Proposal shall have otherwise become publicly known or, in the case of a termination pursuant to Section 8.1(e)(i), an Acquisition Proposal shall have been provided to the Company or the Board of Directors (or a duly authorized committee thereof), and such Acquisition Proposal shall have not been withdrawn prior to such taking of a vote to approve this Agreement or, in the case of a termination pursuant to Section 8.1(e)(i), prior to the breach that forms the basis of such termination and (B) within nine (9) months after such termination, the Company shall have consummated an Acquisition Proposal or entered into a definitive agreement with respect to an Acquisition Proposal (which is subsequently consummated, whether within such nine (9) month period or thereafter), then, in any such event, the Company shall pay to Parent (or its designee) the Company Termination Fee, such payment to be made within two (2) Business Days from the consummation of an Acquisition Proposal, by wire transfer of immediately available funds. For the purpose of this Section 8.2(b)(ii), all references in the definition of the term Acquisition Proposal to “15% or more” will be deemed to be references to “more than 50%”. \n\n\n",
"file_path": "maud/American_Renal_Associates_Holdings_IRC_Superman_Midco.txt",
"span": [
277818,
279455
]
}
] |
maud_1316
|
Consider the Acquisition Agreement between Parent "ASTRO STONE INTERMEDIATE HOLDING, LLC" and Target "SELECT INTERIOR CONCEPTS, INC."; What are the Ordinary course of business covenants
|
With respect to an action taken or not taken by any Person, “ordinary course” means an action or inaction that is consistent in nature, scope, frequency, timing and magnitude with the ordinary course of business and the past practices of such Person. Section 6.1 Conduct of the Company. Except as set forth in Section 6.1 of the Company Disclosure Schedule, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course, and use commercially reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees.
|
maud/Select_Interior_Concepts_Astro_Stone.txt
| 2 |
[
{
"answer": "With respect to an action taken or not taken by any Person, “ordinary course” means an action or inaction that is consistent in nature, scope, frequency, timing and magnitude with the ordinary course of business and the past practices of such Person. ",
"file_path": "maud/Select_Interior_Concepts_Astro_Stone.txt",
"span": [
35861,
36112
]
},
{
"answer": "Section 6.1 Conduct of the Company. Except as set forth in Section 6.1 of the Company Disclosure Schedule, from the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course, and use commercially reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees. ",
"file_path": "maud/Select_Interior_Concepts_Astro_Stone.txt",
"span": [
136209,
136669
]
}
] |
maud_532
|
Consider the Merger Agreement between "TELEDYNE TECHNOLOGIES INCORPORATED" and "FLIR SYSTEMS, INC."; Information about the Fiduciary Termination Right Triggers for termination
|
Section 7.1 Termination. This Agreement may be terminated and Merger I and Merger II may be abandoned at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval, as follows (with any termination by Parent also being an effective termination by Merger Sub I and Merger Sub II): (d) by the Company: (ii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement to effect a Company Superior Proposal, if the Company enters into such definitive agreement concurrently with such termination and pays the Company Termination Fee in accordance with the procedures and within the time periods set forth in Section 7.3(a)
|
maud/FLIR Systems, Inc._Teledyne Technologies Incorporated.txt
| 3 |
[
{
"answer": "Section 7.1 Termination. This Agreement may be terminated and Merger I and Merger II may be abandoned at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval, as follows (with any termination by Parent also being an effective termination by Merger Sub I and Merger Sub II): ",
"file_path": "maud/FLIR Systems, Inc._Teledyne Technologies Incorporated.txt",
"span": [
278980,
279307
]
},
{
"answer": "(d) by the Company: ",
"file_path": "maud/FLIR Systems, Inc._Teledyne Technologies Incorporated.txt",
"span": [
283590,
283610
]
},
{
"answer": "(ii) prior to obtaining the Company Stockholder Approval, in order to enter into a definitive agreement to effect a Company Superior Proposal, if the Company enters into such definitive agreement concurrently with such termination and pays the Company Termination Fee in accordance with the procedures and within the time periods set forth in Section 7.3(a)",
"file_path": "maud/FLIR Systems, Inc._Teledyne Technologies Incorporated.txt",
"span": [
284607,
284964
]
}
] |
maud_881
|
Consider the Merger Agreement between "Avangrid, Inc." and "PNM Resources, Inc."; What is the Type of Consideration
|
(a) Merger Consideration. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (each, a “Company Share”) (other than Company Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent and Company Shares owned by the Company or any of its wholly-owned subsidiaries as treasury stock or otherwise, and in each case not held on behalf of third parties (collectively, the “Cancelled Shares”), which shall be treated in accordance with Section 2.1(b), and the Dissenting Shares, which shall be treated in accordance with Section 2.3), shall be automatically converted, in accordance with the procedures set forth in this Agreement, into the right to receive an amount equal to $50.30 per Company Share in cash, without interest (the “Per Share Merger Consideration”).
|
maud/PNM Resources, Inc._Avangrid, Inc..txt
| 1 |
[
{
"answer": "(a) Merger Consideration. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (each, a “Company Share”) (other than Company Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent and Company Shares owned by the Company or any of its wholly-owned subsidiaries as treasury stock or otherwise, and in each case not held on behalf of third parties (collectively, the “Cancelled Shares”), which shall be treated in accordance with Section 2.1(b), and the Dissenting Shares, which shall be treated in accordance with Section 2.3), shall be automatically converted, in accordance with the procedures set forth in this Agreement, into the right to receive an amount equal to $50.30 per Company Share in cash, without interest (the “Per Share Merger Consideration”). ",
"file_path": "maud/PNM Resources, Inc._Avangrid, Inc..txt",
"span": [
22033,
22883
]
}
] |
maud_62
|
Consider the Acquisition Agreement between Parent "Gibraltar Acquisition Holdings LLC" and Target "W. R. Grace & Co."; Is there a Tail provision for acquisition proposals
|
SECTION 8.02 Effect of Termination; Termination Fees. (b) Termination Fees. (i) In the event (C) this Agreement is terminated by (1) either the Company or Parent pursuant to Section 8.01(b)(i) (End Date) or Section 8.01(b)(iii) (Company Stockholder Approval Not Obtained), or Parent pursuant to Section 8.01(d)(ii) (Company Breach), (2) after the execution of this Agreement and prior to the date of termination the Company has received a bona fide Company Takeover Proposal or a bona fide Company Takeover Proposal has been publicly disclosed and not withdrawn at least five (5) Business Days prior to such termination, and (3) within six (6) months of the date of termination by either the Company or Parent pursuant to Section 8.01(b)(i) (End Date) or within twelve (12) months of the date of any termination by either the Company or Parent pursuant to Section 8.01(b)(iii) (Company Stockholder Approval Not Obtained) or Parent pursuant to Section 8.01(d)(ii) (Company Breach), the Company enters into a definitive agreement with respect to, or consummates, any Company Takeover Proposal; provided that for purposes of this Section 8.02(b), the references to “15%” in the definition of “Company Takeover Proposal” shall be deemed to be references to “50%”;
|
maud/W_R_Grace_Co_40_North_Management_LLC.txt
| 3 |
[
{
"answer": "SECTION 8.02 Effect of Termination; Termination Fees. ",
"file_path": "maud/W_R_Grace_Co_40_North_Management_LLC.txt",
"span": [
234441,
234507
]
},
{
"answer": "(b) Termination Fees. (i) In the event ",
"file_path": "maud/W_R_Grace_Co_40_North_Management_LLC.txt",
"span": [
235646,
235705
]
},
{
"answer": "(C) this Agreement is terminated by (1) either the Company or Parent pursuant to Section 8.01(b)(i) (End Date) or Section 8.01(b)(iii) (Company Stockholder Approval Not Obtained), or Parent pursuant to Section 8.01(d)(ii) (Company Breach), (2) after the execution of this Agreement and prior to the date of termination the Company has received a bona fide Company Takeover Proposal or a bona fide Company Takeover Proposal has been publicly disclosed and not withdrawn at least five (5) Business Days prior to such termination, and (3) within six (6) months of the date of termination by either the Company or Parent pursuant to Section 8.01(b)(i) (End Date) or within twelve (12) months of the date of any termination by either the Company or Parent pursuant to Section 8.01(b)(iii) (Company Stockholder Approval Not Obtained) or Parent pursuant to Section 8.01(d)(ii) (Company Breach), the Company enters into a definitive agreement with respect to, or consummates, any Company Takeover Proposal; provided that for purposes of this Section 8.02(b), the references to “15%” in the definition of “Company Takeover Proposal” shall be deemed to be references to “50%”; ",
"file_path": "maud/W_R_Grace_Co_40_North_Management_LLC.txt",
"span": [
235940,
237118
]
}
] |
maud_209
|
Consider the Acquisition Agreement between Parent "Novo Nordisk A/S" and Target "Dicerna Pharmaceuticals, Inc."; Information about the Closing Condition: Compliance with Covenants
|
The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent: (c) the Company shall have complied with or performed in all material respects the covenants and agreements it is required to comply with or perform at or prior to the Offer Acceptance Time;
|
maud/Dicerna_Pharmaceuticals_Inc_Novo_Nordisk_A_S.txt
| 3 |
[
{
"answer": "The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: ",
"file_path": "maud/Dicerna_Pharmaceuticals_Inc_Novo_Nordisk_A_S.txt",
"span": [
240993,
241866
]
},
{
"answer": "(B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent: ",
"file_path": "maud/Dicerna_Pharmaceuticals_Inc_Novo_Nordisk_A_S.txt",
"span": [
242061,
242169
]
},
{
"answer": "(c) the Company shall have complied with or performed in all material respects the covenants and agreements it is required to comply with or perform at or prior to the Offer Acceptance Time; ",
"file_path": "maud/Dicerna_Pharmaceuticals_Inc_Novo_Nordisk_A_S.txt",
"span": [
245283,
245474
]
}
] |
maud_758
|
Consider the Acquisition Agreement between Parent "The Allstate Corporation" and Target "National General Holdings Corp."; What is the Definition of "Knowledge"
|
“knowledge” when used with respect to (a) the Company, means the actual knowledge of any fact, circumstance or condition of those officers of the Company set forth on Section 8.3(iii) of the Company Disclosure Letter and (b) Parent, means the actual knowledge of any fact, circumstance or condition of those officers of Parent set forth on Section 8.3(iii) of the Parent Disclosure Letter, in each case of the foregoing clauses (a) and (b), after reasonable inquiry;
|
maud/National General Holdings Corp._The Allstate Corporation.txt
| 1 |
[
{
"answer": "“knowledge” when used with respect to (a) the Company, means the actual knowledge of any fact, circumstance or condition of those officers of the Company set forth on Section 8.3(iii) of the Company Disclosure Letter and (b) Parent, means the actual knowledge of any fact, circumstance or condition of those officers of Parent set forth on Section 8.3(iii) of the Parent Disclosure Letter, in each case of the foregoing clauses (a) and (b), after reasonable inquiry; ",
"file_path": "maud/National General Holdings Corp._The Allstate Corporation.txt",
"span": [
266559,
267028
]
}
] |
maud_1431
|
Consider the Merger Agreement between "Sanofi" and "Kadmon Holdings, Inc."; What is the Type of Consideration
|
Section 1.2 Conversion of Shares of Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any holder of any shares of Company Common Stock, any holder of any shares of Convertible Preferred Stock or any shares of capital stock of Merger Subsidiary or Parent:
(a) except as otherwise provided in Section 1.2(b), Section 1.2(c) or Section 1.4, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into the right to receive $9.50 in cash, without interest (such amount, as may be adjusted in accordance with Section 1.10, the “Common Stock Merger Consideration”), and each holder of any such share of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.3; (d) each share of Convertible Preferred Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into the right to receive an amount of cash, without interest, equal to the Convertible Preferred Liquidation Amount (the “Preferred Stock Merger Consideration” and, collectively with the Common Stock Merger Consideration, the Company Option Merger Consideration, the Company Stock Appreciation Right Consideration and Company Equity Appreciation Right Consideration, the “Merger Consideration”) “Convertible Preferred Liquidation Amount” means, as calculated pursuant to Section 4(a) of the Certificate of Designation, an amount equal to the greater of (a) (i) the Stated Liquidation Preference Amount (as defined in the Certificate of Designation) per Preferred Share (as defined in the Certificate of Designation), plus (ii) any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date (as defined in the Certificate of Designation) to the Closing or (b) the amount per Preferred Share equal to the amount which would have been payable to each Preferred Share had each Preferred Share been converted into Company Common Stock prior to the Closing.
|
maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt
| 3 |
[
{
"answer": "Section 1.2 Conversion of Shares of Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any holder of any shares of Company Common Stock, any holder of any shares of Convertible Preferred Stock or any shares of capital stock of Merger Subsidiary or Parent: \n\n\n(a) except as otherwise provided in Section 1.2(b), Section 1.2(c) or Section 1.4, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into the right to receive $9.50 in cash, without interest (such amount, as may be adjusted in accordance with Section 1.10, the “Common Stock Merger Consideration”), and each holder of any such share of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.3; \n\n\n",
"file_path": "maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt",
"span": [
9124,
10097
]
},
{
"answer": "(d) each share of Convertible Preferred Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into the right to receive an amount of cash, without interest, equal to the Convertible Preferred Liquidation Amount (the “Preferred Stock Merger Consideration” and, collectively with the Common Stock Merger Consideration, the Company Option Merger Consideration, the Company Stock Appreciation Right Consideration and Company Equity Appreciation Right Consideration, the “Merger Consideration”)",
"file_path": "maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt",
"span": [
10888,
11451
]
},
{
"answer": "“Convertible Preferred Liquidation Amount” means, as calculated pursuant to Section 4(a) of the Certificate of Designation, an amount equal to the greater of (a) (i) the Stated Liquidation Preference Amount (as defined in the Certificate of Designation) per Preferred Share (as defined in the Certificate of Designation), plus (ii) any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date (as defined in the Certificate of Designation) to the Closing or (b) the amount per Preferred Share equal to the amount which would have been payable to each Preferred Share had each Preferred Share been converted into Company Common Stock prior to the Closing. \n\n\n",
"file_path": "maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt",
"span": [
259171,
259881
]
}
] |
maud_1468
|
Consider the Acquisition Agreement between Parent "Banc of California, Inc." and Target "Pacific Mercantile Bancorp"; What about the Fiduciary exception to the No-Shop Clause
|
5.08 Acquisition Proposals. provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with Rule 14d-9 and Rule 14d-2 under the Exchange Act with respect to an Acquisition Proposal; provided, that such rules will in no way eliminate or modify the effect that any action pursuant to such rules would otherwise have under this Agreement; (B) at any time prior, but not after, the Company Shareholder Approval is obtained, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive in the aggregate to the other party than those contained in the Confidentiality Agreement; or (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if and only to the extent that, in each such case referred to in clause (B) or (C) above, the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to take such action would reasonably be expected to violate the directors’ fiduciary duties under applicable Law.
|
maud/Pacific Mercantile Bancorp_Banc of California, Inc..txt
| 2 |
[
{
"answer": "5.08 Acquisition Proposals. ",
"file_path": "maud/Pacific Mercantile Bancorp_Banc of California, Inc..txt",
"span": [
182678,
182706
]
},
{
"answer": "provided, however, that nothing contained in this Agreement shall prevent the Company or the Company Board from (A) complying with Rule 14d-9 and Rule 14d-2 under the Exchange Act with respect to an Acquisition Proposal; provided, that such rules will in no way eliminate or modify the effect that any action pursuant to such rules would otherwise have under this Agreement; (B) at any time prior, but not after, the Company Shareholder Approval is obtained, providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive in the aggregate to the other party than those contained in the Confidentiality Agreement; or (C) engaging in any negotiations or discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal if and only to the extent that, in each such case referred to in clause (B) or (C) above, the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to take such action would reasonably be expected to violate the directors’ fiduciary duties under applicable Law. ",
"file_path": "maud/Pacific Mercantile Bancorp_Banc of California, Inc..txt",
"span": [
183892,
185162
]
}
] |
maud_523
|
Consider the Acquisition Agreement between Parent "Quikrete Holdings, Inc." and Target "Forterra, Inc."; I want information about the Limitations on Antitrust Efforts
|
provided, that (A) Parent and its Affiliates shall not be required to take or agree to take, or cause to be taken (and the Company shall not take or agree to take, without the prior written consent of Parent), any of the foregoing actions with respect to the assets, businesses or product lines of Parent or any of its Subsidiaries, or the Company or any of its Subsidiaries, or any combination thereof, if the result of such actions would, either individually or in the aggregate, exceed the Detriment Limit (as defined below); (ii) The “Detriment Limit” would be exceeded if the assets, businesses or product lines required to be sold, divested, conveyed, held separate, licensed or subject to similar arrangements in order to obtain the expiration of all waiting periods, approvals, consents and non-actions from Governmental Entities under Antitrust Law include assets, businesses or product lines accounting for, either individually or in the aggregate, more than $80,000,000 of EBITDA for the 12 months ended December 31, 2020.
|
maud/Forterra, Inc._Quikrete Holdings, Inc..txt
| 2 |
[
{
"answer": "provided, that (A) Parent and its Affiliates shall not be required to take or agree to take, or cause to be taken (and the Company shall not take or agree to take, without the prior written consent of Parent), any of the foregoing actions with respect to the assets, businesses or product lines of Parent or any of its Subsidiaries, or the Company or any of its Subsidiaries, or any combination thereof, if the result of such actions would, either individually or in the aggregate, exceed the Detriment Limit (as defined below); ",
"file_path": "maud/Forterra, Inc._Quikrete Holdings, Inc..txt",
"span": [
178015,
178544
]
},
{
"answer": "(ii) The “Detriment Limit” would be exceeded if the assets, businesses or product lines required to be sold, divested, conveyed, held separate, licensed or subject to similar arrangements in order to obtain the expiration of all waiting periods, approvals, consents and non-actions from Governmental Entities under Antitrust Law include assets, businesses or product lines accounting for, either individually or in the aggregate, more than $80,000,000 of EBITDA for the 12 months ended December 31, 2020. ",
"file_path": "maud/Forterra, Inc._Quikrete Holdings, Inc..txt",
"span": [
181566,
182071
]
}
] |
maud_334
|
Consider the Merger Agreement between "Merck Sharp & Dohme Corp." and "Acceleron Pharma Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
Section 6.6. Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall 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 Laws to consummate the Offer, the Merger and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date.
|
maud/Acceleron_Pharma_Inc_Merck_Co.txt
| 1 |
[
{
"answer": "Section 6.6. Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party shall 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 Laws to consummate the Offer, the Merger and the other Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. ",
"file_path": "maud/Acceleron_Pharma_Inc_Merck_Co.txt",
"span": [
189422,
189897
]
}
] |
maud_655
|
Consider the Acquisition Agreement between Parent "M&T Bank Corporation" and Target "People's United Financial, Inc."; I want information about the Limitations on Antitrust Efforts
|
Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent or any of its Subsidiaries, or permit the Company or any of its Subsidiaries (without the prior written consent of Parent), 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 Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”).
|
maud/People_s United Financial, Inc._M_T Bank Corporation.txt
| 1 |
[
{
"answer": "Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent or any of its Subsidiaries, or permit the Company or any of its Subsidiaries (without the prior written consent of Parent), 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 Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). \n\n\n",
"file_path": "maud/People_s United Financial, Inc._M_T Bank Corporation.txt",
"span": [
240145,
240787
]
}
] |
maud_1618
|
Consider the Merger Agreement between "II-VI Incorporated" and "Coherent, Inc."; What about the Fiduciary exception to the No-Shop Clause
|
Section 5.4 Company No Solicitation. (c) Notwithstanding anything to the contrary contained in this Section 5.4, if at any time from and after the date of this Agreement and prior to obtaining the Company Stockholder Approval, the Company, directly or indirectly receives a bona fide, unsolicited written Company Takeover Proposal from any person that did not result from a material breach (or a deemed material breach) of this Section 5.4 and if the Company Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal, and failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then the Company and its Representatives may, directly or indirectly, (i) furnish, pursuant to a Company Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries, and afford access to the business, properties, assets, employees, officers, Contracts, books and records of the Company and its Subsidiaries, to the person that has made such Company Takeover Proposal and its Representatives and potential sources of funding; provided that the Company shall substantially concurrently with the delivery to such person provide to Parent any non-public information concerning the Company or any of its Subsidiaries that is provided or made available to such person or its Representatives unless such non-public information has been previously provided or made available to Parent and (ii) engage in or otherwise participate in discussions or negotiations with the person making such Company Takeover Proposal (including as a part thereof, making counterproposals) and its Representatives and potential sources of financing regarding such Company Takeover Proposal. “Company Acceptable Confidentiality Agreement” means any customary confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those applicable to Parent that are contained in the Confidentiality Agreement;
|
maud/Coherent, Inc._II-VI Incorporated.txt
| 2 |
[
{
"answer": "Section 5.4 Company No Solicitation. ",
"file_path": "maud/Coherent, Inc._II-VI Incorporated.txt",
"span": [
216023,
216060
]
},
{
"answer": "(c) Notwithstanding anything to the contrary contained in this Section 5.4, if at any time from and after the date of this Agreement and prior to obtaining the Company Stockholder Approval, the Company, directly or indirectly receives a bona fide, unsolicited written Company Takeover Proposal from any person that did not result from a material breach (or a deemed material breach) of this Section 5.4 and if the Company Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal, and failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, then the Company and its Representatives may, directly or indirectly, (i) furnish, pursuant to a Company Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries, and afford access to the business, properties, assets, employees, officers, Contracts, books and records of the Company and its Subsidiaries, to the person that has made such Company Takeover Proposal and its Representatives and potential sources of funding; provided that the Company shall substantially concurrently with the delivery to such person provide to Parent any non-public information concerning the Company or any of its Subsidiaries that is provided or made available to such person or its Representatives unless such non-public information has been previously provided or made available to Parent and (ii) engage in or otherwise participate in discussions or negotiations with the person making such Company Takeover Proposal (including as a part thereof, making counterproposals) and its Representatives and potential sources of financing regarding such Company Takeover Proposal. “Company Acceptable Confidentiality Agreement” means any customary confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those applicable to Parent that are contained in the Confidentiality Agreement; ",
"file_path": "maud/Coherent, Inc._II-VI Incorporated.txt",
"span": [
218898,
221080
]
}
] |
maud_115
|
Consider the Acquisition Agreement between Parent "The Progressive Corporation" and Target "Protective Insurance Corporation"; Where is the Closing Conditions: Regulatory Approvals clause
|
each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated hereby, including (i) obtaining all necessary, proper or advisable consents, approvals, authorizations or waivers from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain a consent, approval, authorization or waiver from any Governmental Authority (including under Insurance Laws and the HSR Act)
|
maud/Protective Insurance Corporation_The Progressive Corporation.txt
| 1 |
[
{
"answer": "each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated hereby, including (i) obtaining all necessary, proper or advisable consents, approvals, authorizations or waivers from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain a consent, approval, authorization or waiver from any Governmental Authority (including under Insurance Laws and the HSR Act) ",
"file_path": "maud/Protective Insurance Corporation_The Progressive Corporation.txt",
"span": [
154369,
155264
]
}
] |
maud_1227
|
Consider the Merger Agreement between "Oaktree Strategic Income Corporation" and "Oaktree Specialty Lending Corporation"; What is the Definition of "Material Adverse Effect"
|
“Material Adverse Effect” means, with respect to OCSL, OCSI or OFA, as the case may be, any event, development, change, effect or occurrence (each, an “Effect”) that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse to (i) the business, operations, condition (financial or otherwise) or results of operations of such party and its Consolidated Subsidiaries, taken as a whole, other than (A) any Effect resulting from or attributable to (1) changes in general economic, social or political conditions or the financial markets in general, including the commencement or escalation of a war, armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God, COVID-19 or any other pandemic (including the impact on economies generally and the results of any actions taken by Governmental Entities in response thereto), (2) general changes or developments in the industries in which such party and its Consolidated Subsidiaries operate, including general changes in Law after the date hereof across such industries, except, in the case of the foregoing clauses (1) and (2), to the extent such changes or developments referred to therein have a materially disproportionate adverse impact on such party and its Consolidated Subsidiaries, taken as a whole, relative to other participants of similar sizes engaged in the industries in which such party conducts its businesses or (3) the announcement of this Agreement or the Transactions or the identities of the parties to this Agreement or (B) any failure to meet internal or published projections or forecasts for any period, as the case may be, or any decline in the price of shares of OCSI Common Stock or OCSL Common Stock on the Nasdaq or trading volume of OCSI Common Stock or OCSL Common Stock (provided that the underlying causes of such failure or decline shall be considered in determining whether there is a Material Adverse Effect) or (ii) the ability of such party to timely perform its material obligations under this Agreement or consummate the Merger and the other Transactions.
|
maud/Oaktree_Strategic_Income_Oaktree_Fund_Advisors.txt
| 1 |
[
{
"answer": "“Material Adverse Effect” means, with respect to OCSL, OCSI or OFA, as the case may be, any event, development, change, effect or occurrence (each, an “Effect”) that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse to (i) the business, operations, condition (financial or otherwise) or results of operations of such party and its Consolidated Subsidiaries, taken as a whole, other than (A) any Effect resulting from or attributable to (1) changes in general economic, social or political conditions or the financial markets in general, including the commencement or escalation of a war, armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God, COVID-19 or any other pandemic (including the impact on economies generally and the results of any actions taken by Governmental Entities in response thereto), (2) general changes or developments in the industries in which such party and its Consolidated Subsidiaries operate, including general changes in Law after the date hereof across such industries, except, in the case of the foregoing clauses (1) and (2), to the extent such changes or developments referred to therein have a materially disproportionate adverse impact on such party and its Consolidated Subsidiaries, taken as a whole, relative to other participants of similar sizes engaged in the industries in which such party conducts its businesses or (3) the announcement of this Agreement or the Transactions or the identities of the parties to this Agreement or (B) any failure to meet internal or published projections or forecasts for any period, as the case may be, or any decline in the price of shares of OCSI Common Stock or OCSL Common Stock on the Nasdaq or trading volume of OCSI Common Stock or OCSL Common Stock (provided that the underlying causes of such failure or decline shall be considered in determining whether there is a Material Adverse Effect) or (ii) the ability of such party to timely perform its material obligations under this Agreement or consummate the Merger and the other Transactions. \n\n\n",
"file_path": "maud/Oaktree_Strategic_Income_Oaktree_Fund_Advisors.txt",
"span": [
226510,
228690
]
}
] |
maud_1003
|
Consider the Acquisition Agreement between Parent "HORIZON THERAPEUTICS USA, INC." and Target "VIELA BIO, INC."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
3.8 Absence of Certain Changes or Events. Since the Company Balance Sheet Date through the Agreement Date: (b) no Company Material Adverse Effect has occurred, and there has not been, and there does not exist, any Effect that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect
|
maud/Viela Bio, Inc._Horizon Therapeutics Public Limited Company.txt
| 2 |
[
{
"answer": "3.8 Absence of Certain Changes or Events. Since the Company Balance Sheet Date through the Agreement Date: ",
"file_path": "maud/Viela Bio, Inc._Horizon Therapeutics Public Limited Company.txt",
"span": [
69725,
69832
]
},
{
"answer": "(b) no Company Material Adverse Effect has occurred, and there has not been, and there does not exist, any Effect that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect ",
"file_path": "maud/Viela Bio, Inc._Horizon Therapeutics Public Limited Company.txt",
"span": [
70344,
70569
]
}
] |
maud_342
|
Consider the Acquisition Agreement between Parent "Cards Parent LP" and Target "Collectors Universe, Inc."; What are the Ordinary course of business covenants
|
“Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person, but excluding any conduct that would reasonably be expected to violate applicable Law in any material respect. 7.1. Interim Operations. (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and any Material Contract in effect prior to the date of this Agreement), conduct its business in the Ordinary Course of Business
|
maud/Collectors Universe, Inc._Investment Group.txt
| 2 |
[
{
"answer": "“Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person, but excluding any conduct that would reasonably be expected to violate applicable Law in any material respect. ",
"file_path": "maud/Collectors Universe, Inc._Investment Group.txt",
"span": [
42940,
43332
]
},
{
"answer": "7.1. Interim Operations. (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and any Material Contract in effect prior to the date of this Agreement), conduct its business in the Ordinary Course of Business ",
"file_path": "maud/Collectors Universe, Inc._Investment Group.txt",
"span": [
208516,
209124
]
}
] |
maud_730
|
Consider the Acquisition Agreement between Parent "BAXTER INTERNATIONAL INC." and Target "HILL-ROM HOLDINGS, INC."; What is the Type of Consideration
|
“Per Share Merger Consideration” means $156.00 per Share in cash, without interest. (a) Merger Consideration. Each Eligible Share shall be converted into the right to receive the Per Share Merger Consideration, and shall cease to be outstanding, shall be automatically cancelled and shall cease to exist, and each Certificate, and each Book-Entry Share shall thereafter only represent the right to receive the Per Share Merger Consideration in accordance with the terms of this Agreement.
|
maud/Hill_Rom_Holdings~Baxter_International_Inc.txt
| 2 |
[
{
"answer": "“Per Share Merger Consideration” means $156.00 per Share in cash, without interest. ",
"file_path": "maud/Hill_Rom_Holdings~Baxter_International_Inc.txt",
"span": [
47693,
47779
]
},
{
"answer": "(a) Merger Consideration. Each Eligible Share shall be converted into the right to receive the Per Share Merger Consideration, and shall cease to be outstanding, shall be automatically cancelled and shall cease to exist, and each Certificate, and each Book-Entry Share shall thereafter only represent the right to receive the Per Share Merger Consideration in accordance with the terms of this Agreement. ",
"file_path": "maud/Hill_Rom_Holdings~Baxter_International_Inc.txt",
"span": [
68861,
69268
]
}
] |
maud_65
|
Consider the Acquisition Agreement between Parent "Gibraltar Acquisition Holdings LLC" and Target "W. R. Grace & Co."; Where is the Specific Performance clause
|
SECTION 9.10 Specific Enforcement. (a) The Parties acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any Party does not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with their specific terms or otherwise breach or threaten to breach any such provisions. It is accordingly agreed that, at any time prior to the termination of this Agreement pursuant to Article VIII, subject to the limitations in Section 8.02(d)(i), Section 8.02(d)(ii) and Section 9.10(b), the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement, including the right of a Party to cause each other Party to consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions of this Agreement in any court referred to in Section 9.11 without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable or not appropriate for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. The Parties hereto agree that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 9.10(b), the Company shall be entitled to specific performance (or any other equitable relief) to cause Parent and Merger Sub to consummate the Closing on the terms set forth herein.
|
maud/W_R_Grace_Co_40_North_Management_LLC.txt
| 1 |
[
{
"answer": "SECTION 9.10 Specific Enforcement. (a) The Parties acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any Party does not perform any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with their specific terms or otherwise breach or threaten to breach any such provisions. It is accordingly agreed that, at any time prior to the termination of this Agreement pursuant to Article VIII, subject to the limitations in Section 8.02(d)(i), Section 8.02(d)(ii) and Section 9.10(b), the Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of terms and provisions of this Agreement, including the right of a Party to cause each other Party to consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions of this Agreement in any court referred to in Section 9.11 without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable or not appropriate for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. The Parties hereto agree that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 9.10(b), the Company shall be entitled to specific performance (or any other equitable relief) to cause Parent and Merger Sub to consummate the Closing on the terms set forth herein. ",
"file_path": "maud/W_R_Grace_Co_40_North_Management_LLC.txt",
"span": [
263917,
265947
]
}
] |
maud_56
|
Consider the Acquisition Agreement between Parent "Gibraltar Acquisition Holdings LLC" and Target "W. R. Grace & Co."; What is the Definition of "Knowledge"
|
“Knowledge” means (a) with respect to the Company, the actual knowledge, after reasonable inquiry, of the individuals listed in Section 1.01 o f the Company Disclosure Schedule and (b) with respect to Parent or the Merger Sub, the actual knowledge, after reasonable inquiry, of David J. Winter and David S. Millstone.
|
maud/W_R_Grace_Co_40_North_Management_LLC.txt
| 1 |
[
{
"answer": "“Knowledge” means (a) with respect to the Company, the actual knowledge, after reasonable inquiry, of the individuals listed in Section 1.01 o f the Company Disclosure Schedule and (b) with respect to Parent or the Merger Sub, the actual knowledge, after reasonable inquiry, of David J. Winter and David S. Millstone. ",
"file_path": "maud/W_R_Grace_Co_40_North_Management_LLC.txt",
"span": [
296405,
296724
]
}
] |
maud_323
|
Consider the Merger Agreement between "Merck Sharp & Dohme Corp." and "Acceleron Pharma Inc."; What is the Type of Consideration
|
WHEREAS, the boards of directors of Parent, Purchaser and the Company each have approved the acquisition of the Company on the terms and subject to the conditions set forth in this Agreement and, accordingly, Purchaser has agreed to commence a tender offer (as it may be amended, modified or extended from time to time as permitted by this Agreement, the “Offer”) to purchase any (subject to the Minimum Tender Condition) and all of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company (“Company Common Stock”, and each such share of Company Common Stock, a “Share” and, collectively, “Shares”), for $180.00 per Share, net to the seller in cash, without interest (such consideration as it may be increased from time to time pursuant to the terms of this Agreement, the “Offer Price”); Section 3.1. Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or the holders of any of the following securities, the following will occur: (a) each Share issued and outstanding immediately prior to the Effective Time (other than any Shares described in Section 3.1(b) and any Dissenting Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest (the “Merger Consideration”). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of thereof shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable with respect to such Shares in accordance with Section 3.4;
|
maud/Acceleron_Pharma_Inc_Merck_Co.txt
| 2 |
[
{
"answer": "WHEREAS, the boards of directors of Parent, Purchaser and the Company each have approved the acquisition of the Company on the terms and subject to the conditions set forth in this Agreement and, accordingly, Purchaser has agreed to commence a tender offer (as it may be amended, modified or extended from time to time as permitted by this Agreement, the “Offer”) to purchase any (subject to the Minimum Tender Condition) and all of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company (“Company Common Stock”, and each such share of Company Common Stock, a “Share” and, collectively, “Shares”), for $180.00 per Share, net to the seller in cash, without interest (such consideration as it may be increased from time to time pursuant to the terms of this Agreement, the “Offer Price”); ",
"file_path": "maud/Acceleron_Pharma_Inc_Merck_Co.txt",
"span": [
5165,
5993
]
},
{
"answer": "Section 3.1. Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or the holders of any of the following securities, the following will occur: (a) each Share issued and outstanding immediately prior to the Effective Time (other than any Shares described in Section 3.1(b) and any Dissenting Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest (the “Merger Consideration”). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of thereof shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable with respect to such Shares in accordance with Section 3.4; ",
"file_path": "maud/Acceleron_Pharma_Inc_Merck_Co.txt",
"span": [
25271,
26163
]
}
] |
maud_860
|
Consider the Acquisition Agreement between Parent "HERMAN MILLER, INC." and Target "KNOLL, INC."; Where is the Specific Performance clause
|
9.10 Specific Performance. The Parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, 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 by the Parties. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened 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 9.10, 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/Knoll_Inc_Herman_Miller_Inc.pdf.txt
| 1 |
[
{
"answer": "9.10 Specific Performance. The Parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, 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 by the Parties. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened 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 9.10, 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/Knoll_Inc_Herman_Miller_Inc.pdf.txt",
"span": [
347440,
348259
]
}
] |
maud_907
|
Consider the Merger Agreement between 'Canadian Pacific Railway Limited' and 'Kansas City Southern'; Where is the Closing Conditions: Regulatory Approvals clause
|
Section 5.8 Efforts.
(a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall (and shall cause each of their respective Affiliates to) promptly take, or cause to be taken, all actions, and to promptly do, 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 cause the conditions to Closing set forth in Article 6 of this Agreement to be satisfied and to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, authorizations, permits, waivers, consents, clearances, approvals and expirations or terminations of waiting periods (collectively, “Consents”), including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations, notices, notifications, petitions, applications, reports and other and filings and the taking of all steps as may be necessary, proper or advisable to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents from third parties
|
maud/Kansas_City_Southern_Canadian_Pacific_Railway.txt
| 1 |
[
{
"answer": "Section 5.8 Efforts. \n\n\n(a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall (and shall cause each of their respective Affiliates to) promptly take, or cause to be taken, all actions, and to promptly do, 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 cause the conditions to Closing set forth in Article 6 of this Agreement to be satisfied and to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, authorizations, permits, waivers, consents, clearances, approvals and expirations or terminations of waiting periods (collectively, “Consents”), including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations, notices, notifications, petitions, applications, reports and other and filings and the taking of all steps as may be necessary, proper or advisable to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary Consents from third parties",
"file_path": "maud/Kansas_City_Southern_Canadian_Pacific_Railway.txt",
"span": [
257709,
259083
]
}
] |
maud_1430
|
Consider the Acquisition Agreement between Parent "PMHC II INC." and Target "FERRO CORPORATION"; I want information about the Limitations on Antitrust Efforts
|
(l) In furtherance and not in limitation of the foregoing, Parent shall, and shall cause each member of the Parent Group, to take any and all steps necessary or proper to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust and Foreign Investment Law or (y) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, or make unlawful the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions no later than the End Date, including (A) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate orders or otherwise, the sale, lease, divesture, disposition, or license (or holding separate pending such disposition) of any assets, operations, product lines, licenses, properties, products, rights, services or businesses of Parent, or any member of the Parent Group, or the Company or their respective subsidiaries or any interest therein, or (B) otherwise taking or committing or agreeing to restrictions or actions that after the Effective Time would limit Parent’s or any member of Parent Group’s, or the Company’s or their respective subsidiaries’ freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, product lines, licenses, properties, products, rights, services or businesses of Parent or any member of Parent Group, or the Company or their respective subsidiaries or any interest or interests therein, including any restructuring, reorganizing, relocating, reconfiguring of any assets, operations, properties or businesses (any such actions in (A) or (B) a “Regulatory Remedy”); provided, that notwithstanding anything to the contrary in this Agreement, Parent shall have no obligation to undertake any such Regulatory Remedy that would constitute a Non-Required Remedy. “Non-Required Remedy” has the meaning set forth in Section 9.5(x) of the Company Disclosure Letter.
|
maud/Ferro Corporation_American Securities LLC.txt
| 2 |
[
{
"answer": "(l) In furtherance and not in limitation of the foregoing, Parent shall, and shall cause each member of the Parent Group, to take any and all steps necessary or proper to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust and Foreign Investment Law or (y) avoid the entry of, effect the dissolution of, and have vacated, modified, suspended, eliminated, lifted, reversed or overturned, any decree, decision, determination, order or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, that would, or would reasonably be expected to, prevent, restrain, enjoin, prohibit, or make unlawful the consummation of the contemplated transactions, so as to enable the Parties to close the contemplated transactions no later than the End Date, including (A) proposing, negotiating, committing to, agreeing to and effecting, by consent decree, hold separate orders or otherwise, the sale, lease, divesture, disposition, or license (or holding separate pending such disposition) of any assets, operations, product lines, licenses, properties, products, rights, services or businesses of Parent, or any member of the Parent Group, or the Company or their respective subsidiaries or any interest therein, or (B) otherwise taking or committing or agreeing to restrictions or actions that after the Effective Time would limit Parent’s or any member of Parent Group’s, or the Company’s or their respective subsidiaries’ freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, product lines, licenses, properties, products, rights, services or businesses of Parent or any member of Parent Group, or the Company or their respective subsidiaries or any interest or interests therein, including any restructuring, reorganizing, relocating, reconfiguring of any assets, operations, properties or businesses (any such actions in (A) or (B) a “Regulatory Remedy”); provided, that notwithstanding anything to the contrary in this Agreement, Parent shall have no obligation to undertake any such Regulatory Remedy that would constitute a Non-Required Remedy. ",
"file_path": "maud/Ferro Corporation_American Securities LLC.txt",
"span": [
202391,
204638
]
},
{
"answer": "“Non-Required Remedy” has the meaning set forth in Section 9.5(x) of the Company Disclosure Letter. \n\n\n",
"file_path": "maud/Ferro Corporation_American Securities LLC.txt",
"span": [
326408,
326511
]
}
] |
maud_352
|
Consider the Acquisition Agreement between Parent "Stream Parent, LLC" and Target "Stamps.com Inc."; What is the Type of Consideration
|
2.7 Effect on Capital Stock. (a) Capital Stock. Unless otherwise mutually agreed by the Parties or by Parent and the applicable holder, upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following Equity Interests, the following will occur: (ii) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $330.00, without interest thereon, subject to any required withholding of Taxes (the “Per Share Price”), in accordance with the provisions of Section 2.9 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.11)
|
maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt
| 2 |
[
{
"answer": "2.7 Effect on Capital Stock. (a) Capital Stock. Unless otherwise mutually agreed by the Parties or by Parent and the applicable holder, upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following Equity Interests, the following will occur: ",
"file_path": "maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt",
"span": [
68804,
69236
]
},
{
"answer": "(ii) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $330.00, without interest thereon, subject to any required withholding of Taxes (the “Per Share Price”), in accordance with the provisions of Section 2.9 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.11)",
"file_path": "maud/Stamps_com_Inc_Thoma_Bravo_L_P.txt",
"span": [
69735,
70346
]
}
] |
maud_204
|
Consider the Acquisition Agreement between Parent "salesforce.com, inc." and Target "Slack Technologies, Inc."; What are the Ordinary course of business covenants
|
Section 5.1. Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the First Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, except as set forth in Section 5.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement, as required by applicable Law or as consented to in writing by Parent (with respect to clauses (i) (with respect to the organizational documents of any Company Subsidiary only), (iv), (v), (ix), (x), (xi), (xii), (xiii), (xiv), (xvi), (xvii), (xix), (xxii) and (xxiv) (or (xxix) with respect to any of the foregoing) of Section 5.1(b) only, such consent not to be unreasonably withheld, conditioned or delayed), the Company (a) shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in all material respects in the ordinary course of business and use reasonable best efforts to (i) preserve intact its and their present business organizations, goodwill and ongoing businesses, (ii) keep available the services of its and their present officers and other key employees (other than where termination of such services is for cause) and (iii) preserve its and their relationships with customers, suppliers, vendors, resellers, licensors, licensees, Governmental Entities, employees and other Persons with whom it and they have material business relations (it being agreed by the Parties that with respect to the matters specifically addressed by any provision of Section 5.1(b), such specific provisions shall govern over the more general provision of this Section 5.1(a));
|
maud/Slack Technologies, Inc._salesforce.com, inc..txt
| 1 |
[
{
"answer": "Section 5.1. Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the First Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 8.1, except as set forth in Section 5.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement, as required by applicable Law or as consented to in writing by Parent (with respect to clauses (i) (with respect to the organizational documents of any Company Subsidiary only), (iv), (v), (ix), (x), (xi), (xii), (xiii), (xiv), (xvi), (xvii), (xix), (xxii) and (xxiv) (or (xxix) with respect to any of the foregoing) of Section 5.1(b) only, such consent not to be unreasonably withheld, conditioned or delayed), the Company (a) shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in all material respects in the ordinary course of business and use reasonable best efforts to (i) preserve intact its and their present business organizations, goodwill and ongoing businesses, (ii) keep available the services of its and their present officers and other key employees (other than where termination of such services is for cause) and (iii) preserve its and their relationships with customers, suppliers, vendors, resellers, licensors, licensees, Governmental Entities, employees and other Persons with whom it and they have material business relations (it being agreed by the Parties that with respect to the matters specifically addressed by any provision of Section 5.1(b), such specific provisions shall govern over the more general provision of this Section 5.1(a)); ",
"file_path": "maud/Slack Technologies, Inc._salesforce.com, inc..txt",
"span": [
184861,
186558
]
}
] |
maud_412
|
Consider the Acquisition Agreement between Parent "United Rentals (North America), Inc." and Target "General Finance Corporation"; What is the Definition of "Interveining Event"
|
“Intervening Event” means any fact, change, effect, event or occurrence that (i) was not known or reasonably foreseeable by the Company Board as of the date hereof or, if so known or reasonably foreseeable, the effects of which were not known or reasonably foreseeable by the Company Board as of the date hereof, and (ii) does not relate to (x) the effect resulting from the public announcement or pendency of this Agreement, (y) the receipt, existence or terms of an Acquisition Proposal or (z) any change in the price or trading volume of the Shares or any other securities of the Company (except that the underlying causes of such changes may constitute or be taken into account in determining whether there has been an Intervening Event).
|
maud/General Finance Corporation_United Rentals, Inc..txt
| 1 |
[
{
"answer": "“Intervening Event” means any fact, change, effect, event or occurrence that (i) was not known or reasonably foreseeable by the Company Board as of the date hereof or, if so known or reasonably foreseeable, the effects of which were not known or reasonably foreseeable by the Company Board as of the date hereof, and (ii) does not relate to (x) the effect resulting from the public announcement or pendency of this Agreement, (y) the receipt, existence or terms of an Acquisition Proposal or (z) any change in the price or trading volume of the Shares or any other securities of the Company (except that the underlying causes of such changes may constitute or be taken into account in determining whether there has been an Intervening Event). ",
"file_path": "maud/General Finance Corporation_United Rentals, Inc..txt",
"span": [
27937,
28682
]
}
] |
maud_253
|
Consider the Acquisition Agreement between Parent "Learning Technologies Group plc" and Target "GP Strategies Corporation"; Where is the No-Shop Clause
|
6.1 No Solicitation by the Company.
(a) Except as expressly permitted by this Section 6.1, the Company shall, and shall cause each of its Subsidiaries, and shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives: (i) to immediately cease and cause to be terminated any solicitation, knowing encouragement, discussions or negotiations with any Persons (other than Parent and its Subsidiaries (including US Holdco) and their respective Representatives) that may be ongoing with respect to an Acquisition Proposal and (ii) not to, directly or indirectly, (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any information in connection with or for the purpose of soliciting, initiating, knowingly encouraging or knowingly facilitating, an Acquisition Proposal (other than (x) solely in response to an unsolicited inquiry, to refer the inquiring person to the terms of this Section 6.1 and to limit its communication exclusively to such referral or (y) upon receipt of a bona fide, unsolicited written Acquisition Proposal from any person that did not result from a material breach of this Section 6.1, solely to the extent necessary to ascertain facts or clarify terms with respect to an Acquisition Proposal for the Company Board to be able to have sufficient information to make the determination described in Section 6.1(c)), (C) approve, adopt, publicly recommend or enter into, or publicly propose to approve, adopt, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.1(c)), (D) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” (including Section 203 of the DGCL) or other similar anti-takeover statute or regulation inapplicable to any Person (other than Parent and its Affiliates) or to any transactions constituting or contemplated by an Acquisition Proposal, (E) otherwise cooperate with or assist or participate in any such inquiries, proposals, offers, discussions or negotiations or (F) resolve or agree to do any of the foregoing. “Representatives” means, with respect to any Person, such Person’s directors, managers, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives.
|
maud/GP_Strategies_Corp_Learning_Technologies_Group.txt
| 2 |
[
{
"answer": "6.1 No Solicitation by the Company. \n\n\n(a) Except as expressly permitted by this Section 6.1, the Company shall, and shall cause each of its Subsidiaries, and shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives: (i) to immediately cease and cause to be terminated any solicitation, knowing encouragement, discussions or negotiations with any Persons (other than Parent and its Subsidiaries (including US Holdco) and their respective Representatives) that may be ongoing with respect to an Acquisition Proposal and (ii) not to, directly or indirectly, (A) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any information in connection with or for the purpose of soliciting, initiating, knowingly encouraging or knowingly facilitating, an Acquisition Proposal (other than (x) solely in response to an unsolicited inquiry, to refer the inquiring person to the terms of this Section 6.1 and to limit its communication exclusively to such referral or (y) upon receipt of a bona fide, unsolicited written Acquisition Proposal from any person that did not result from a material breach of this Section 6.1, solely to the extent necessary to ascertain facts or clarify terms with respect to an Acquisition Proposal for the Company Board to be able to have sufficient information to make the determination described in Section 6.1(c)), (C) approve, adopt, publicly recommend or enter into, or publicly propose to approve, adopt, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 6.1(c)), (D) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” (including Section 203 of the DGCL) or other similar anti-takeover statute or regulation inapplicable to any Person (other than Parent and its Affiliates) or to any transactions constituting or contemplated by an Acquisition Proposal, (E) otherwise cooperate with or assist or participate in any such inquiries, proposals, offers, discussions or negotiations or (F) resolve or agree to do any of the foregoing. ",
"file_path": "maud/GP_Strategies_Corp_Learning_Technologies_Group.txt",
"span": [
142521,
145116
]
},
{
"answer": "“Representatives” means, with respect to any Person, such Person’s directors, managers, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives. \n\n\n",
"file_path": "maud/GP_Strategies_Corp_Learning_Technologies_Group.txt",
"span": [
296818,
297012
]
}
] |
maud_1207
|
Consider the Acquisition Agreement between Parent "Synaptics Incorporated" and Target "DSP Group, Inc."; What about the Fiduciary exception to the No-Shop Clause
|
Section 6.02 Acquisition Proposals; No Solicitation. (b) Notwithstanding anything to the contrary contained herein, if, at any time prior to obtaining the Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a Third Party, (ii) such Acquisition Proposal did not result from a breach of this Section 6.02, (iii) the Company Board or any committee thereof determines, in good faith after consultation with a financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal and (iv) the Company Board or any committee thereof determines, in good faith after consultation with outside legal counsel, that the failure to take the actions contemplated by this Section 6.02(b) would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law, then the Company and its Representatives may (A) furnish information and data with respect to the Company and its Subsidiaries to the Third Party making such Acquisition Proposal (and its Representatives) and afford such Third Party (and its Representatives) access to the businesses, properties, assets and personnel of the Company and its Subsidiaries and (B) enter into, maintain and participate in discussions or negotiations with the Third Party making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or knowingly facilitate, any such discussions or negotiations;
|
maud/DSP_Group_Synaptics_Incorporated.txt
| 2 |
[
{
"answer": "Section 6.02 Acquisition Proposals; No Solicitation. ",
"file_path": "maud/DSP_Group_Synaptics_Incorporated.txt",
"span": [
234771,
234829
]
},
{
"answer": "(b) Notwithstanding anything to the contrary contained herein, if, at any time prior to obtaining the Stockholder Approval, (i) the Company receives a bona fide written Acquisition Proposal from a Third Party, (ii) such Acquisition Proposal did not result from a breach of this Section 6.02, (iii) the Company Board or any committee thereof determines, in good faith after consultation with a financial advisor and outside legal counsel, that such Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal and (iv) the Company Board or any committee thereof determines, in good faith after consultation with outside legal counsel, that the failure to take the actions contemplated by this Section 6.02(b) would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law, then the Company and its Representatives may (A) furnish information and data with respect to the Company and its Subsidiaries to the Third Party making such Acquisition Proposal (and its Representatives) and afford such Third Party (and its Representatives) access to the businesses, properties, assets and personnel of the Company and its Subsidiaries and (B) enter into, maintain and participate in discussions or negotiations with the Third Party making such Acquisition Proposal (and its Representatives) regarding such Acquisition Proposal or otherwise cooperate with or assist or participate in, or knowingly facilitate, any such discussions or negotiations; ",
"file_path": "maud/DSP_Group_Synaptics_Incorporated.txt",
"span": [
238057,
239569
]
}
] |
maud_1397
|
Consider the Acquisition Agreement between Parent "Vulcan Materials Company" and Target "U.S. Concrete, Inc."; What are the Ordinary course of business covenants
|
Section 6.1. Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except as set forth in Section 6.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement, as required by applicable Law or as consented to in writing by Parent the Company (a) shall, and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice and use commercially reasonable efforts to (i) preserve intact its and their present business organizations, goodwill and ongoing businesses,
|
maud/U.S. Concrete, Inc._Vulcan Materials Company.txt
| 1 |
[
{
"answer": "Section 6.1. Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except as set forth in Section 6.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement, as required by applicable Law or as consented to in writing by Parent the Company (a) shall, and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course of business consistent with past practice and use commercially reasonable efforts to (i) preserve intact its and their present business organizations, goodwill and ongoing businesses, ",
"file_path": "maud/U.S. Concrete, Inc._Vulcan Materials Company.txt",
"span": [
165318,
166084
]
}
] |
maud_1338
|
Consider the Acquisition Agreement between Parent "American Tower Corporation" and Target "CoreSite Realty Corporation"; What is the Definition of "Knowledge"
|
“Knowledge” means (b) with respect to the Company, the actual knowledge of the individuals listed on Section 9.5(b) of the Company Disclosure Letter, after due inquiry.
|
maud/CoreSite_Realty_Corporation_American_Tower_Corporation.txt
| 2 |
[
{
"answer": "“Knowledge” means ",
"file_path": "maud/CoreSite_Realty_Corporation_American_Tower_Corporation.txt",
"span": [
290769,
290787
]
},
{
"answer": "(b) with respect to the Company, the actual knowledge of the individuals listed on Section 9.5(b) of the Company Disclosure Letter, after due inquiry. ",
"file_path": "maud/CoreSite_Realty_Corporation_American_Tower_Corporation.txt",
"span": [
290946,
291100
]
}
] |
maud_332
|
Consider the Merger Agreement between "Merck Sharp & Dohme Corp." and "Acceleron Pharma Inc."; Information about the Fiduciary Termination Right Triggers for termination
|
Section 8.3. Termination by the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by the Company if: (b) The Company Board or any committee thereof effects a Change of Board Recommendation in respect of a Superior Proposal in accordance with Section 6.3(e)(i); provided, that, (i) such Superior Proposal, or any Acquisition Proposal that was a precursor thereto, shall not have resulted from a material breach of Section 6.3, (ii) after the Company and Company Board satisfy all of the requirements set forth in Section 6.3(e)(i), the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement in respect of such Superior Proposal and (iii) the Company shall pay the Termination Fee due pursuant, and in accordance with, to Section 8.5(b), and shall have entered into such Alternative Acquisition Agreement, concurrently with the termination of this Agreement pursuant to Section 8.3(b).
|
maud/Acceleron_Pharma_Inc_Merck_Co.txt
| 2 |
[
{
"answer": "Section 8.3. Termination by the Company. This Agreement may be terminated, and the Offer and the Merger may be abandoned, at any time prior to the Acceptance Time, by the Company if: ",
"file_path": "maud/Acceleron_Pharma_Inc_Merck_Co.txt",
"span": [
214147,
214336
]
},
{
"answer": "(b) The Company Board or any committee thereof effects a Change of Board Recommendation in respect of a Superior Proposal in accordance with Section 6.3(e)(i); provided, that, (i) such Superior Proposal, or any Acquisition Proposal that was a precursor thereto, shall not have resulted from a material breach of Section 6.3, (ii) after the Company and Company Board satisfy all of the requirements set forth in Section 6.3(e)(i), the Company Board authorizes the Company to enter into an Alternative Acquisition Agreement in respect of such Superior Proposal and (iii) the Company shall pay the Termination Fee due pursuant, and in accordance with, to Section 8.5(b), and shall have entered into such Alternative Acquisition Agreement, concurrently with the termination of this Agreement pursuant to Section 8.3(b). ",
"file_path": "maud/Acceleron_Pharma_Inc_Merck_Co.txt",
"span": [
215353,
216174
]
}
] |
maud_1486
|
Consider the Acquisition Agreement between Parent "Open Text Corporation" and Target "Zix Corporation"; Where is the Closing Conditions: Regulatory Approvals clause
|
6.2 Antitrust and Investment Law Filings. Subject to Section 6.2(b), each of Parent and the Company shall use its reasonable best efforts to (D) take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions;
|
maud/Zix_Corporation_Open_Text_Corporation.txt
| 3 |
[
{
"answer": "6.2 Antitrust and Investment Law Filings. ",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
274771,
274813
]
},
{
"answer": "Subject to Section 6.2(b), each of Parent and the Company shall use its reasonable best efforts to ",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
275692,
275791
]
},
{
"answer": "(D) take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions; ",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
276532,
276724
]
}
] |
maud_594
|
Consider the Merger Agreement between "White Sands Parent, Inc." and "Boingo Wireless, Inc."; What is the Definition of "Superior Proposal"
|
“Superior Proposal” means any bona fide written Acquisition Proposal made by a Third Party that, if consummated, would result in such Third Party’s (or its stockholders’) owning, directly or indirectly, greater than 50% of the equity securities of the Company (or of the shares of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or greater than 50% of the assets of the Company and Company Subsidiaries, taken as a whole (based on the fair market value thereof, as determined by the Company Board) and that the Company Board determines in good faith after consultation with its financial advisor and its outside legal counsel (x) if consummated, to be more favorable from a financial point of view to the Company’s stockholders (in their capacities as stockholders) than the Merger, taking into account any changes to the terms of this Agreement proposed by Parent in response to such offer or otherwise and (y) after taking into account all financial, legal, financing, regulatory and other terms and conditions of such proposal and of this Agreement, is reasonably likely to be completed on the terms proposed.
|
maud/Boingo Wireless, Inc._Digital Colony Partners, LP.txt
| 1 |
[
{
"answer": "“Superior Proposal” means any bona fide written Acquisition Proposal made by a Third Party that, if consummated, would result in such Third Party’s (or its stockholders’) owning, directly or indirectly, greater than 50% of the equity securities of the Company (or of the shares of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or greater than 50% of the assets of the Company and Company Subsidiaries, taken as a whole (based on the fair market value thereof, as determined by the Company Board) and that the Company Board determines in good faith after consultation with its financial advisor and its outside legal counsel (x) if consummated, to be more favorable from a financial point of view to the Company’s stockholders (in their capacities as stockholders) than the Merger, taking into account any changes to the terms of this Agreement proposed by Parent in response to such offer or otherwise and (y) after taking into account all financial, legal, financing, regulatory and other terms and conditions of such proposal and of this Agreement, is reasonably likely to be completed on the terms proposed. \n\n\n ",
"file_path": "maud/Boingo Wireless, Inc._Digital Colony Partners, LP.txt",
"span": [
222046,
223220
]
}
] |
maud_671
|
Consider the Merger Agreement between "Bridge Bancorp, Inc." and "Dime Community Bancshares, Inc."; What are the Ordinary course of business covenants
|
6.1. Conduct of Business Prior to Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the DCB Disclosure Schedule or the Bridge Bancorp Disclosure Schedule), required by law, or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of Bridge Bancorp and DCB shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects,
|
maud/Dime Community Bancshares, Inc._Bridge Bancorp, Inc..txt
| 1 |
[
{
"answer": "6.1. Conduct of Business Prior to Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the DCB Disclosure Schedule or the Bridge Bancorp Disclosure Schedule), required by law, or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of Bridge Bancorp and DCB shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, ",
"file_path": "maud/Dime Community Bancshares, Inc._Bridge Bancorp, Inc..txt",
"span": [
209010,
209645
]
}
] |
maud_1031
|
Consider the Acquisition Agreement between Parent "Advanced Micro Devices, Inc." and Target "Xilinx, Inc."; Is there a Tail provision for acquisition proposals
|
6.3 Termination Fees. (c) If this Agreement is terminated (ii) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause (B), each reference to “twenty-five percent (25%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Company Termination Fee.
|
maud/Xilinx, Inc._Advanced Micro Devices, Inc..txt
| 3 |
[
{
"answer": "6.3 Termination Fees. ",
"file_path": "maud/Xilinx, Inc._Advanced Micro Devices, Inc..txt",
"span": [
317878,
317908
]
},
{
"answer": "(c) If this Agreement is terminated ",
"file_path": "maud/Xilinx, Inc._Advanced Micro Devices, Inc..txt",
"span": [
319051,
319093
]
},
{
"answer": "(ii) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause (B), each reference to “twenty-five percent (25%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Company Termination Fee. ",
"file_path": "maud/Xilinx, Inc._Advanced Micro Devices, Inc..txt",
"span": [
320095,
320874
]
}
] |
maud_783
|
Consider the Acquisition Agreement between Parent "Project Kafka Parent, LLC" and Target "Proofpoint, Inc."; What is the Definition of "Knowledge"
|
“Knowledge” means (b) with respect to the Company, the actual knowledge of the individuals listed on Schedule A-I(b) Knowledge of the Company Disclosure Schedules.
|
maud/Proofpoint, Inc._Thoma Bravo, L.P..txt
| 2 |
[
{
"answer": "“Knowledge” means ",
"file_path": "maud/Proofpoint, Inc._Thoma Bravo, L.P..txt",
"span": [
326074,
326092
]
},
{
"answer": "(b) with respect to the Company, the actual knowledge of the individuals listed on Schedule A-I(b) Knowledge of the Company Disclosure Schedules. \n\n\n",
"file_path": "maud/Proofpoint, Inc._Thoma Bravo, L.P..txt",
"span": [
326235,
326384
]
}
] |
maud_1182
|
Consider the Acquisition Agreement between Parent "Project Metal Parent, LLC" and Target "Medallia, Inc."; Is there a Tail provision for acquisition proposals
|
8.3 Fees and Expenses. (b) Company Payments. (i) Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c) at a time when the requisite stockholder approval has not been obtained, 8.1(d) or Section 8.1(e); (B) at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (D) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated at any time, then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time). For purposes of this Section 8.3(b)(i), all references to “15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “50 percent.”
|
maud/Medallia_Inc_Thoma_Bravo_L_P.txt
| 2 |
[
{
"answer": "8.3 Fees and Expenses. ",
"file_path": "maud/Medallia_Inc_Thoma_Bravo_L_P.txt",
"span": [
335791,
335817
]
},
{
"answer": "(b) Company Payments. (i) Future Transactions. If (A) this Agreement is validly terminated pursuant to Section 8.1(c) at a time when the requisite stockholder approval has not been obtained, 8.1(d) or Section 8.1(e); (B) at the time of such termination, the conditions set forth in Sections 7.1(b) and Section 7.1(c) have been satisfied or are capable of being satisfied and the conditions set forth in Section 7.3(a) and Section 7.3(b) would be satisfied if the date of such termination was the Closing Date; (C) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), an Acquisition Proposal has been publicly announced or publicly disclosed and not withdrawn or otherwise abandoned; and (D) within one year of the termination of this Agreement pursuant to Section 8.1(c), Section 8.1(d) or Section 8.1(e), as applicable, either an Acquisition Transaction is consummated or the Company enters into a definitive agreement providing for the consummation of an Acquisition Transaction and such Acquisition Transaction is subsequently consummated at any time, then the Company will, concurrently with the consummation of such Acquisition Transaction, pay or cause to be paid to Parent or its designee an amount equal to the Company Termination Fee by wire transfer of immediately available funds to the account designated in Schedule 8.3(b) (which Schedule may be updated by Parent from time to time). For purposes of this Section 8.3(b)(i), all references to “15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “50 percent.” \n\n\n",
"file_path": "maud/Medallia_Inc_Thoma_Bravo_L_P.txt",
"span": [
336512,
338196
]
}
] |
maud_217
|
Consider the Acquisition Agreement between Parent "Novo Nordisk A/S" and Target "Dicerna Pharmaceuticals, Inc."; Where is the Specific Performance clause
|
9.5 Applicable Legal Requirements; Jurisdiction; Specific Performance; Remedies. (b) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Subject to the following sentence, the Parties acknowledge and agree that (i) the Parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 9.5(a) without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement,
|
maud/Dicerna_Pharmaceuticals_Inc_Novo_Nordisk_A_S.txt
| 2 |
[
{
"answer": "9.5 Applicable Legal Requirements; Jurisdiction; Specific Performance; Remedies. ",
"file_path": "maud/Dicerna_Pharmaceuticals_Inc_Novo_Nordisk_A_S.txt",
"span": [
192851,
192933
]
},
{
"answer": "(b) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Subject to the following sentence, the Parties acknowledge and agree that (i) the Parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 9.5(a) without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, ",
"file_path": "maud/Dicerna_Pharmaceuticals_Inc_Novo_Nordisk_A_S.txt",
"span": [
195234,
196011
]
}
] |
maud_1224
|
Consider the Merger Agreement between "Sunshine Software Holdings, Inc." and "Cornerstone OnDemand, Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
5.3. Filings, Consents and Approvals. (a) Subject to the terms and conditions set forth in this Agreement, each of the Parties shall use their respective reasonable best efforts to consummate and make effective the Transactions as soon as reasonably practicable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from Governmental Bodies and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from, or to avoid an action or proceeding by, any Governmental Body in connection with any Antitrust Law, (ii) the obtaining of all necessary consents, authorizations, approvals or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions. (b) Without limiting the foregoing, each the Parties agree to use, and cause its respective Subsidiaries to use, reasonable best efforts to cause the prompt expiration or termination of any applicable waiting period and to resolve objections, if any, of the FTC or DOJ, or other Governmental Bodies, including those of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are sought or become required with respect to the Transactions, so as to obtain such consents, permits, authorizations, waivers, clearances, approvals or termination of the waiting period under the HSR Act or other Antitrust Laws or under Investment Screening Laws, and to avoid the commencement of a lawsuit by the FTC, the DOJ or other Governmental Bodies under Antitrust Laws or Investment Screening Laws, and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing past the Termination Date,
|
maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt
| 1 |
[
{
"answer": "5.3. Filings, Consents and Approvals. (a) Subject to the terms and conditions set forth in this Agreement, each of the Parties shall use their respective reasonable best efforts to consummate and make effective the Transactions as soon as reasonably practicable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, decisions, declarations, approvals and, expirations or terminations of waiting periods from Governmental Bodies and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain any such consent, decision, declaration, approval, clearance or waiver, or expiration or termination of a waiting period by or from, or to avoid an action or proceeding by, any Governmental Body in connection with any Antitrust Law, (ii) the obtaining of all necessary consents, authorizations, approvals or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions. (b) Without limiting the foregoing, each the Parties agree to use, and cause its respective Subsidiaries to use, reasonable best efforts to cause the prompt expiration or termination of any applicable waiting period and to resolve objections, if any, of the FTC or DOJ, or other Governmental Bodies, including those of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are sought or become required with respect to the Transactions, so as to obtain such consents, permits, authorizations, waivers, clearances, approvals or termination of the waiting period under the HSR Act or other Antitrust Laws or under Investment Screening Laws, and to avoid the commencement of a lawsuit by the FTC, the DOJ or other Governmental Bodies under Antitrust Laws or Investment Screening Laws, and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing past the Termination Date, ",
"file_path": "maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt",
"span": [
166330,
168503
]
}
] |
maud_1593
|
Consider the Merger Agreement between "Sitel Worldwide Corporation" and "Sykes Enterprises, Incorporated"; Information about the Closing Condition: Compliance with Covenants
|
Section 6.02 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver (where permissible pursuant to applicable Law) by Parent and Merger Sub on or prior to the Closing Date of the following conditions: (b ) Performance of Covenants. The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, in this Agreement required to be performed by or complied with by it at or prior to the Closing.
|
maud/Sykes Enterprises, Incorporated_CREADEV.txt
| 2 |
[
{
"answer": "Section 6.02 Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver (where permissible pursuant to applicable Law) by Parent and Merger Sub on or prior to the Closing Date of the following conditions: ",
"file_path": "maud/Sykes Enterprises, Incorporated_CREADEV.txt",
"span": [
213410,
213717
]
},
{
"answer": "(b ) Performance of Covenants. The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, in this Agreement required to be performed by or complied with by it at or prior to the Closing. ",
"file_path": "maud/Sykes Enterprises, Incorporated_CREADEV.txt",
"span": [
215990,
216266
]
}
] |
maud_132
|
Consider the Merger Agreement between "Glacier Bancorp, Inc." and "Altabancorp"; What is the Type of Consideration
|
“Per Share Stock Consideration” means 0.7971 shares of GBCI Common Stock, which is subject to adjustment pursuant to Sections 7.2.2 and 7.3.2, and subject to further adjustment by an amount per share equal to the Stock Consideration Per Share Adjustment Amount, if any, pursuant to Section 4.15.2. Further, if GBCI declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the Execution Date and the Effective Date, the Per Share Stock Consideration will be adjusted accordingly. 1.2.2 Outstanding AB Stock. Each share of AB Stock issued and outstanding as of the Effective Time will be converted into and represent the right to receive from GBCI in accordance with Section 1.6 (a) the Per Share Stock Consideration and (b) any cash in lieu of fractional shares of GBCI Common Stock in accordance with Section 1.3.
|
maud/Altabancorp_Glacier Bancorp, Inc..txt
| 2 |
[
{
"answer": "“Per Share Stock Consideration” means 0.7971 shares of GBCI Common Stock, which is subject to adjustment pursuant to Sections 7.2.2 and 7.3.2, and subject to further adjustment by an amount per share equal to the Stock Consideration Per Share Adjustment Amount, if any, pursuant to Section 4.15.2. Further, if GBCI declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the Execution Date and the Effective Date, the Per Share Stock Consideration will be adjusted accordingly. \n\n\n",
"file_path": "maud/Altabancorp_Glacier Bancorp, Inc..txt",
"span": [
27281,
27853
]
},
{
"answer": "1.2.2 Outstanding AB Stock. Each share of AB Stock issued and outstanding as of the Effective Time will be converted into and represent the right to receive from GBCI in accordance with Section 1.6 (a) the Per Share Stock Consideration and (b) any cash in lieu of fractional shares of GBCI Common Stock in accordance with Section 1.3. \n\n\n",
"file_path": "maud/Altabancorp_Glacier Bancorp, Inc..txt",
"span": [
35558,
35896
]
}
] |
maud_1249
|
Consider the Acquisition Agreement between Parent "Paloma Partners VI Holdings, LLC" and Target "Goodrich Petroleum Corporation"; Where is the Closing Conditions: Regulatory Approvals clause
|
Section 9.01 Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, the Company and Parent shall use their 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 and to cause the conditions to the Offer and the Merger set forth in Annex I and Article 10 to be satisfied, including preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all Permits required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transactions.
|
maud/Goodrich_Petroleum_Corporation_EnCap_Investments_L_P.txt
| 1 |
[
{
"answer": "Section 9.01 Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, the Company and Parent shall use their 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 and to cause the conditions to the Offer and the Merger set forth in Annex I and Article 10 to be satisfied, including preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all Permits required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transactions. ",
"file_path": "maud/Goodrich_Petroleum_Corporation_EnCap_Investments_L_P.txt",
"span": [
222149,
223058
]
}
] |
maud_218
|
Consider the Acquisition Agreement between Parent "Tyler Technologies, Inc." and Target "NIC Inc."; What is the Type of Consideration
|
(b ) Conversion of NIC Common Stock. Each share of NIC Common Stock issued and outstanding immediately prior to the Effective Time (other than (A) Cancelled Shares, (B) such shares that are Dissenting Shares, and (C) shares of NIC Common Stock subject to the Assumed RSAs) shall be converted into the right to receive $34.00 in cash (the “Merger Consideration”), without interest thereon, which shall be payable in accordance with Section 3.3. At the Effective Time, all such shares of NIC Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Stock Certificate or Book-Entry Share that immediately prior to the Effective Time represented any such shares of NIC Common Stock shall cease to have any rights with respect thereto, except the right to receive, subject to the terms and conditions of this Agreement, the Merger Consideration.
|
maud/NIC Inc._Tyler Technologies, Inc..txt
| 1 |
[
{
"answer": "(b ) Conversion of NIC Common Stock. Each share of NIC Common Stock issued and outstanding immediately prior to the Effective Time (other than (A) Cancelled Shares, (B) such shares that are Dissenting Shares, and (C) shares of NIC Common Stock subject to the Assumed RSAs) shall be converted into the right to receive $34.00 in cash (the “Merger Consideration”), without interest thereon, which shall be payable in accordance with Section 3.3. At the Effective Time, all such shares of NIC Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Stock Certificate or Book-Entry Share that immediately prior to the Effective Time represented any such shares of NIC Common Stock shall cease to have any rights with respect thereto, except the right to receive, subject to the terms and conditions of this Agreement, the Merger Consideration. \n\n\n",
"file_path": "maud/NIC Inc._Tyler Technologies, Inc..txt",
"span": [
11628,
12553
]
}
] |
maud_812
|
Consider the Acquisition Agreement between Parent "The Goodyear Tire & Rubber Company" and Target "Cooper Tire & Rubber Company"; I want information about the Limitations on Antitrust Efforts
|
provided, however, that notwithstanding anything to the contrary in this Agreement: (x) no Parent Party nor any of their respective Subsidiaries shall be required to take or agree to take (and, without the prior written consent of Parent, none of the Company nor any of its Subsidiaries or Joint Ventures (subject to Section 6.19) will take or agree to take) any action (including any Remedy Action) that, individually or in the aggregate with all other actions (including any Remedy Actions) pursuant to this Section 6.3 would or would reasonably be expected to result in or be a Burdensome Condition and (y) if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action (including any Remedy Action) with respect to, any such requirement, condition, limitation, understanding, agreement or Order so long as such requirement, condition, limitation, understanding, agreement or Order is only binding on the Company in the event the Closing occurs. To assist Parent in complying with its obligations set forth in this Section 6.3, the Company shall, and shall cause its Subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent. For the purposes of this Agreement, “Burdensome Condition” means the executing or carrying out, consenting to or to offer to or to agree to, or otherwise take any action (including any Remedy Action) with respect to, any requirement, condition, limitation, understanding, agreement (including consent decrees and undertakings) in respect of, in anticipation of or pursuant to any action contemplated by this Section 6.3 that, individually or in the aggregate with all other such actions pursuant to this Section 6.3, would reasonably be expected to result in a material adverse effect on the business, financial condition or operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transaction (including, for the avoidance of doubt, the Company and its Subsidiaries and Joint Ventures).
|
maud/Cooper Tire _ Rubber Company_The Goodyear Tire _ Rubber Company.txt
| 1 |
[
{
"answer": "provided, however, that notwithstanding anything to the contrary in this Agreement: (x) no Parent Party nor any of their respective Subsidiaries shall be required to take or agree to take (and, without the prior written consent of Parent, none of the Company nor any of its Subsidiaries or Joint Ventures (subject to Section 6.19) will take or agree to take) any action (including any Remedy Action) that, individually or in the aggregate with all other actions (including any Remedy Actions) pursuant to this Section 6.3 would or would reasonably be expected to result in or be a Burdensome Condition and (y) if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action (including any Remedy Action) with respect to, any such requirement, condition, limitation, understanding, agreement or Order so long as such requirement, condition, limitation, understanding, agreement or Order is only binding on the Company in the event the Closing occurs. To assist Parent in complying with its obligations set forth in this Section 6.3, the Company shall, and shall cause its Subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent. For the purposes of this Agreement, “Burdensome Condition” means the executing or carrying out, consenting to or to offer to or to agree to, or otherwise take any action (including any Remedy Action) with respect to, any requirement, condition, limitation, understanding, agreement (including consent decrees and undertakings) in respect of, in anticipation of or pursuant to any action contemplated by this Section 6.3 that, individually or in the aggregate with all other such actions pursuant to this Section 6.3, would reasonably be expected to result in a material adverse effect on the business, financial condition or operations of Parent and its Subsidiaries, taken as a whole, after giving effect to the Transaction (including, for the avoidance of doubt, the Company and its Subsidiaries and Joint Ventures). \n\n\n",
"file_path": "maud/Cooper Tire _ Rubber Company_The Goodyear Tire _ Rubber Company.txt",
"span": [
241704,
243750
]
}
] |
maud_964
|
Consider the Merger Agreement between "First Bancorp" and "Select Bancorp, Inc."; What is the Type of Consideration
|
3.1 Effect on SB Common Stock. (a) At the Effective Time, in each case subject to Sections 3.1(d) and 3.2, by virtue of the Merger and without any action on the part of the Parties, each share of SB Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Extinguished Shares) shall be converted into the right to receive 0.408 of a share of Buyer Common Stock (the “Merger Consideration”).
|
maud/Select_Bancorp_Inc_First_Bancorp.txt
| 1 |
[
{
"answer": "3.1 Effect on SB Common Stock. (a) At the Effective Time, in each case subject to Sections 3.1(d) and 3.2, by virtue of the Merger and without any action on the part of the Parties, each share of SB Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Extinguished Shares) shall be converted into the right to receive 0.408 of a share of Buyer Common Stock (the “Merger Consideration”). ",
"file_path": "maud/Select_Bancorp_Inc_First_Bancorp.txt",
"span": [
13010,
13444
]
}
] |
maud_1459
|
Consider the Acquisition Agreement between Parent "CNH Industrial N.V." and Target "Raven Industries, Inc."; What is the Definition of "Superior Proposal"
|
(iii) “Superior Proposal” means a bona fide, written Acquisition Proposal for at least a majority of the outstanding shares of Company Stock or all or substantially all of the consolidated assets of the Company and its Subsidiaries on terms that the Board of Directors of the Company determines in good faith, after considering the advice of a financial advisor and outside legal counsel, are more favorable to the Company’s shareholders than those provided hereunder (taking into account (x) any proposal by Parent to amend the terms of this Agreement pursuant to Section 6.03(e) and (y) all of the terms and conditions of such Acquisition Proposal (including any legal, financial, regulatory and governmental approval and stockholder approval requirements and the financing thereof)).
|
maud/Raven Industries, Inc._CNH Industrial N.V..txt
| 1 |
[
{
"answer": "(iii) “Superior Proposal” means a bona fide, written Acquisition Proposal for at least a majority of the outstanding shares of Company Stock or all or substantially all of the consolidated assets of the Company and its Subsidiaries on terms that the Board of Directors of the Company determines in good faith, after considering the advice of a financial advisor and outside legal counsel, are more favorable to the Company’s shareholders than those provided hereunder (taking into account (x) any proposal by Parent to amend the terms of this Agreement pursuant to Section 6.03(e) and (y) all of the terms and conditions of such Acquisition Proposal (including any legal, financial, regulatory and governmental approval and stockholder approval requirements and the financing thereof)). \n\n\n",
"file_path": "maud/Raven Industries, Inc._CNH Industrial N.V..txt",
"span": [
141052,
141842
]
}
] |
maud_1154
|
Consider the Acquisition Agreement between Parent "SPB Hospitality LLC" and Target "J. Alexander’s Holdings, Inc."; Is there a Tail provision for acquisition proposals
|
Section 7.3 Termination Fee; Parent Termination Fee. (b) If (i) Parent terminates this Agreement pursuant to Section 7.1(c)(i) or Parent or the Company terminates this Agreement pursuant to Section 7.1(b)(iii), (ii) prior to the date of such termination (but after the date hereof) a bona fide Acquisition Proposal is publicly announced or is otherwise communicated in writing to the Company’s Board of Directors and, in the event of a termination of this Agreement pursuant to Section 7.1(b)(iii), not withdrawn prior to the Company Shareholders Meeting, and (iii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to or otherwise consummates any Acquisition Proposal, then the Company shall pay to Parent (or its designee), by wire transfer of immediately available funds, the Termination Fee no later than two (2) Business Days after the execution of such definitive agreement or consummation of such Acquisition Proposal, as the case may be; provided, that solely for purposes of this Section 7.3(b), the term Acquisition Proposal shall have the meaning ascribed thereto in Section 5.2(c)(i), except that all references to twenty percent (20%) shall be changed to fifty percent (50%).
|
maud/J_Alexander_s_Holdings_Inc_SPB_Hospitality_LLC.txt
| 2 |
[
{
"answer": "Section 7.3 Termination Fee; Parent Termination Fee. \n\n\n",
"file_path": "maud/J_Alexander_s_Holdings_Inc_SPB_Hospitality_LLC.txt",
"span": [
248677,
248736
]
},
{
"answer": "(b) If (i) Parent terminates this Agreement pursuant to Section 7.1(c)(i) or Parent or the Company terminates this Agreement pursuant to Section 7.1(b)(iii), (ii) prior to the date of such termination (but after the date hereof) a bona fide Acquisition Proposal is publicly announced or is otherwise communicated in writing to the Company’s Board of Directors and, in the event of a termination of this Agreement pursuant to Section 7.1(b)(iii), not withdrawn prior to the Company Shareholders Meeting, and (iii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to or otherwise consummates any Acquisition Proposal, then the Company shall pay to Parent (or its designee), by wire transfer of immediately available funds, the Termination Fee no later than two (2) Business Days after the execution of such definitive agreement or consummation of such Acquisition Proposal, as the case may be; provided, that solely for purposes of this Section 7.3(b), the term Acquisition Proposal shall have the meaning ascribed thereto in Section 5.2(c)(i), except that all references to twenty percent (20%) shall be changed to fifty percent (50%). \n\n\n",
"file_path": "maud/J_Alexander_s_Holdings_Inc_SPB_Hospitality_LLC.txt",
"span": [
249210,
250424
]
}
] |
maud_320
|
Consider the Acquisition Agreement between Parent "Creation Technologies International Inc." and Target "IEC Electronics Corp."; What are the Ordinary course of business covenants
|
Section 6.01 Conduct of Business of the Company. The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the Effective Time, and except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), (1) conduct its business in all material respects in the ordinary course of business consistent with past practice (except for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures), and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having material business relationships with it.
|
maud/IEC_Electronics_Corp_Lindsay_Goldberg_LLC.txt
| 1 |
[
{
"answer": "Section 6.01 Conduct of Business of the Company. The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the Effective Time, and except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), (1) conduct its business in all material respects in the ordinary course of business consistent with past practice (except for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures), and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having material business relationships with it. ",
"file_path": "maud/IEC_Electronics_Corp_Lindsay_Goldberg_LLC.txt",
"span": [
167541,
168668
]
}
] |
maud_507
|
Consider the Acquisition Agreement between Parent "Philips Holding USA Inc." and Target "BioTelemetry, Inc."; What is the Definition of "Superior Proposal"
|
“Superior Proposal” means an unsolicited and bona fide written Acquisition Proposal made after the date of this Agreement, that if the transactions or series of related transactions contemplated thereby were consummated would result in a Person or Group (other than Guarantor or any of its Subsidiaries or any Group of which Guarantor or any of its Subsidiaries is a member) becoming the beneficial owner of, directly or indirectly, at least 80 percent of the: (a) total voting power of the equity securities of the Company and its Subsidiaries (or of the surviving entity in a merger involving the Company or the resulting, direct or indirect, parent of the Company or such surviving entity); or (b) consolidated net revenues, net income or total assets of the Company, in each case of the foregoing clauses (a) and (b) of this definition, as of the date of such Acquisition Proposal that the Company Board has determined in good faith, after consultation with outside legal counsel and its financial advisor that (i) if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement (after taking into account any revisions to the terms and conditions of this Agreement proposed by Parent pursuant to Section 6.02(d)(iii)) and (ii) is reasonably likely to be consummated, taking into account any legal, financial, regulatory and financing aspects (including the existence of a financing contingency), and the likelihood and timing of consummation thereof.
|
maud/BioTelemetry, Inc._Koninklijke Philips N.V..txt
| 1 |
[
{
"answer": "“Superior Proposal” means an unsolicited and bona fide written Acquisition Proposal made after the date of this Agreement, that if the transactions or series of related transactions contemplated thereby were consummated would result in a Person or Group (other than Guarantor or any of its Subsidiaries or any Group of which Guarantor or any of its Subsidiaries is a member) becoming the beneficial owner of, directly or indirectly, at least 80 percent of the: (a) total voting power of the equity securities of the Company and its Subsidiaries (or of the surviving entity in a merger involving the Company or the resulting, direct or indirect, parent of the Company or such surviving entity); or (b) consolidated net revenues, net income or total assets of the Company, in each case of the foregoing clauses (a) and (b) of this definition, as of the date of such Acquisition Proposal that the Company Board has determined in good faith, after consultation with outside legal counsel and its financial advisor that (i) if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement (after taking into account any revisions to the terms and conditions of this Agreement proposed by Parent pursuant to Section 6.02(d)(iii)) and (ii) is reasonably likely to be consummated, taking into account any legal, financial, regulatory and financing aspects (including the existence of a financing contingency), and the likelihood and timing of consummation thereof. \n\n\n",
"file_path": "maud/BioTelemetry, Inc._Koninklijke Philips N.V..txt",
"span": [
51808,
53378
]
}
] |
maud_1648
|
Consider the Merger Agreement between "Alaska Communications Systems Group, Inc." and "Project 8 MergerSub, Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
Subject to the terms and conditions of this Agreement, the Company and Parent shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) using reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of such steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Authorities,
|
maud/Alaska Communications Systems Group, Inc._Investment Group.txt
| 1 |
[
{
"answer": "Subject to the terms and conditions of this Agreement, the Company and Parent shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) using reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of such steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Authorities, ",
"file_path": "maud/Alaska Communications Systems Group, Inc._Investment Group.txt",
"span": [
249281,
250088
]
}
] |
maud_1551
|
Consider the Acquisition Agreement between Parent "Amphenol Corporation" and Target "MTS Systems Corporation"; What about the Fiduciary exception to the No-Shop Clause
|
Section 5.03 No Solicitation. (c) Response to Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement, if, at any time following the execution and delivery of this Agreement and prior to the earlier of the Company obtaining the Company Shareholder Approval or the valid termination of this Agreement in accordance with ARTICLE VII, (i) the Company, any of the Company Subsidiaries or any of its or their Representatives has received a bona fide, written Competing Proposal from a third party after the execution and delivery of this Agreement that did not result from a breach of Section 5.03(a) and (ii) the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Competing Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take the action described in clauses (A) and (B) below would be reasonably expected to be inconsistent with its fiduciary duties under applicable Law, then the Company, the Company Subsidiaries and its and their Representatives may (A) furnish non-public information, including with respect to the Company and the Company Subsidiaries, to the person making such Competing Proposal and its Representatives, (B) participate or engage in any discussions or negotiations with the person making such Competing Proposal and its Representatives in connection with such person’s Competing Proposal and (C) otherwise take actions with respect to such Competing Proposal that would otherwise be prohibited by clauses (ii)(A), (B) and (C) of Section 5.03(a);
|
maud/MTS Systems Corporation_Amphenol Corporation.txt
| 2 |
[
{
"answer": "Section 5.03 No Solicitation. ",
"file_path": "maud/MTS Systems Corporation_Amphenol Corporation.txt",
"span": [
135917,
135949
]
},
{
"answer": "(c) Response to Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement, if, at any time following the execution and delivery of this Agreement and prior to the earlier of the Company obtaining the Company Shareholder Approval or the valid termination of this Agreement in accordance with ARTICLE VII, (i) the Company, any of the Company Subsidiaries or any of its or their Representatives has received a bona fide, written Competing Proposal from a third party after the execution and delivery of this Agreement that did not result from a breach of Section 5.03(a) and (ii) the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Competing Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take the action described in clauses (A) and (B) below would be reasonably expected to be inconsistent with its fiduciary duties under applicable Law, then the Company, the Company Subsidiaries and its and their Representatives may (A) furnish non-public information, including with respect to the Company and the Company Subsidiaries, to the person making such Competing Proposal and its Representatives, (B) participate or engage in any discussions or negotiations with the person making such Competing Proposal and its Representatives in connection with such person’s Competing Proposal and (C) otherwise take actions with respect to such Competing Proposal that would otherwise be prohibited by clauses (ii)(A), (B) and (C) of Section 5.03(a); ",
"file_path": "maud/MTS Systems Corporation_Amphenol Corporation.txt",
"span": [
142102,
143756
]
}
] |
maud_1672
|
Consider the Acquisition Agreement between Parent "Mitsubishi HC Capital Inc." and Target "CAI International, Inc."; What happens during a Breach of No-Shop clause
|
Section 6.4 Acquisition Proposals. (a) the Company shall not, and shall cause the Company Subsidiaries not to, 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, Section 8.4 Termination by Parent . This Agreement may be terminated by Parent (with any termination by Parent also being an effective termination by Merger Sub): (a ) If (iii) the Company or the Company Board has breached its obligations under Section 6.4 in any material respect; provided that Parent shall not have the right to terminate this Agreement under this Section 8.4(a) after the Company Stockholder Approval is obtained. Section 8.6 Termination Fee; Expense Reimbursements. (a) Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 8.4(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within five Business Days after such termination, a fee in an amount equal to the Termination Fee.
|
maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt
| 7 |
[
{
"answer": "Section 6.4 Acquisition Proposals. (a) ",
"file_path": "maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt",
"span": [
188078,
188138
]
},
{
"answer": "the Company shall not, and shall cause the Company Subsidiaries not to, ",
"file_path": "maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt",
"span": [
188315,
188387
]
},
{
"answer": "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, ",
"file_path": "maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt",
"span": [
188499,
188718
]
},
{
"answer": "Section 8.4 Termination by Parent . This Agreement may be terminated by Parent (with any termination by Parent also being an effective termination by Merger Sub): (a ) If ",
"file_path": "maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt",
"span": [
264747,
264932
]
},
{
"answer": "(iii) the Company or the Company Board has breached its obligations under ",
"file_path": "maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt",
"span": [
265407,
265481
]
},
{
"answer": "Section 6.4 in any material respect; provided that Parent shall not have the right to terminate this Agreement under this Section 8.4(a) after the Company Stockholder Approval is obtained. ",
"file_path": "maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt",
"span": [
265496,
265687
]
},
{
"answer": "Section 8.6 Termination Fee; Expense Reimbursements. (a) Termination Fee. (i) If this Agreement is terminated by Parent pursuant to Section 8.4(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within five Business Days after such termination, a fee in an amount equal to the Termination Fee. ",
"file_path": "maud/CAI International, Inc._Mitsubishi HC Capital Inc..txt",
"span": [
268113,
268480
]
}
] |
maud_1028
|
Consider the Acquisition Agreement between Parent "Advanced Micro Devices, Inc." and Target "Xilinx, Inc."; What about the Fiduciary exception to the No-Shop Clause
|
4.2 Company No Solicitation. (a) The Company will not, and the Company will cause each of its Subsidiaries and its and their respective Representatives not to, except as expressly permitted by this Section 4.2 or Section 4.5, directly or indirectly: (v) resolve or agree to do any of the foregoing; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, prior to obtaining the Required Company Stockholder Vote, the Company and its Representatives may engage or otherwise participate in discussions or negotiations with, and provide information to, any Person (or its Representatives) that has made a bona fide written Company Acquisition Proposal after the date hereof that did not result from any breach of this Section 4.2(a) or Section 4.2(c) by the Company, any of its Subsidiaries or any of its or their respective Representatives if: (A) prior to taking any such action, the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, that such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to lead to a Company Superior Proposal and that failure to engage in such discussions or negotiations, or provide such information, would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties to the Company and its stockholders under applicable Legal Requirements; and (B) prior to providing any information regarding the Company or any Subsidiary of the Company to such third party in response to such Company Acquisition Proposal, the Company receives from such third party (or there is then in effect with such party) an executed confidentiality agreement that contains nondisclosure provisions that are at least as restrictive of such third party as the Non-Disclosure Agreement and that does not prohibit compliance by the Company with this Section 4.2. Prior to or substantially concurrently with providing any non-public information to such third party, the Company shall make such non-public information available to Parent (to the extent such non-public information has not been previously made available by the Company to Parent). The Company shall promptly (and in any event within 24 hours) inform Parent if the Company furnishes non-public information and/or enters into discussions or negotiations as provided for in this Section 4.2(a) and will keep Parent reasonably informed in writing, on a current basis (and, in any event, within 24 hours), of the status and terms of any Company Acquisition Proposal (including any material changes to the terms thereof) and the status of any discussions and negotiations with respect thereto.
|
maud/Xilinx, Inc._Advanced Micro Devices, Inc..txt
| 2 |
[
{
"answer": "4.2 Company No Solicitation. (a) The Company will not, and the Company will cause each of its Subsidiaries and its and their respective Representatives not to, except as expressly permitted by this Section 4.2 or Section 4.5, directly or indirectly: ",
"file_path": "maud/Xilinx, Inc._Advanced Micro Devices, Inc..txt",
"span": [
198805,
199071
]
},
{
"answer": "(v) resolve or agree to do any of the foregoing; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, prior to obtaining the Required Company Stockholder Vote, the Company and its Representatives may engage or otherwise participate in discussions or negotiations with, and provide information to, any Person (or its Representatives) that has made a bona fide written Company Acquisition Proposal after the date hereof that did not result from any breach of this Section 4.2(a) or Section 4.2(c) by the Company, any of its Subsidiaries or any of its or their respective Representatives if: (A) prior to taking any such action, the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and its financial advisor, that such Company Acquisition Proposal either constitutes a Company Superior Proposal or would reasonably be expected to lead to a Company Superior Proposal and that failure to engage in such discussions or negotiations, or provide such information, would reasonably be expected to be inconsistent with the Company Board’s fiduciary duties to the Company and its stockholders under applicable Legal Requirements; and (B) prior to providing any information regarding the Company or any Subsidiary of the Company to such third party in response to such Company Acquisition Proposal, the Company receives from such third party (or there is then in effect with such party) an executed confidentiality agreement that contains nondisclosure provisions that are at least as restrictive of such third party as the Non-Disclosure Agreement and that does not prohibit compliance by the Company with this Section 4.2. Prior to or substantially concurrently with providing any non-public information to such third party, the Company shall make such non-public information available to Parent (to the extent such non-public information has not been previously made available by the Company to Parent). The Company shall promptly (and in any event within 24 hours) inform Parent if the Company furnishes non-public information and/or enters into discussions or negotiations as provided for in this Section 4.2(a) and will keep Parent reasonably informed in writing, on a current basis (and, in any event, within 24 hours), of the status and terms of any Company Acquisition Proposal (including any material changes to the terms thereof) and the status of any discussions and negotiations with respect thereto. ",
"file_path": "maud/Xilinx, Inc._Advanced Micro Devices, Inc..txt",
"span": [
200534,
203039
]
}
] |
maud_395
|
Consider the Acquisition Agreement between Parent "Amgen Inc." and Target "Five Prime Therapeutics, Inc."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
Section 4.7 Absence of Changes.
(a) Since the date of the Balance Sheet through the Agreement Date, there has not occurred any Effect that, individually or in the aggregate, has had or would be reasonably expected to have a Material Adverse Effect.
|
maud/Five Prime Therapeutics, Inc._Amgen Inc..txt
| 1 |
[
{
"answer": "Section 4.7 Absence of Changes. \n\n\n(a) Since the date of the Balance Sheet through the Agreement Date, there has not occurred any Effect that, individually or in the aggregate, has had or would be reasonably expected to have a Material Adverse Effect. \n\n\n",
"file_path": "maud/Five Prime Therapeutics, Inc._Amgen Inc..txt",
"span": [
97845,
98100
]
}
] |
maud_1010
|
Consider the Acquisition Agreement between Parent "HORIZON THERAPEUTICS USA, INC." and Target "VIELA BIO, INC."; What are the Ordinary course of business covenants
|
5.2 Affirmative Obligations of the Company. Except (x) as expressly required or contemplated under the terms of this Agreement or as required by applicable Law, (y) as set forth in Section 5.2 of the Company Disclosure Letter or (z) with the written consent of Parent, at all times during the Pre-Closing Period, the Company shall (and shall cause each of the Acquired Corporations to): (a) carry on its business in all material respects in the ordinary course, including with respect to preparing financial statements as of and for the year ended December 31, 2020 and the audit of such financial statements in a manner reasonably expected to result in a completion of such audit by February 15, 2021 (provided, that the Company may take actions outside of the ordinary course to the extent reasonably necessary to (i) protect the health and safety of the Acquired Corporations’ employees in respect of the Acquired Corporations’ business activities in response to COVID-19 or (ii) to implement COVID-19 Measures, and provided, further, that the Company provides written notice to Parent prior to taking such actions);
|
maud/Viela Bio, Inc._Horizon Therapeutics Public Limited Company.txt
| 1 |
[
{
"answer": "5.2 Affirmative Obligations of the Company. Except (x) as expressly required or contemplated under the terms of this Agreement or as required by applicable Law, (y) as set forth in Section 5.2 of the Company Disclosure Letter or (z) with the written consent of Parent, at all times during the Pre-Closing Period, the Company shall (and shall cause each of the Acquired Corporations to): (a) carry on its business in all material respects in the ordinary course, including with respect to preparing financial statements as of and for the year ended December 31, 2020 and the audit of such financial statements in a manner reasonably expected to result in a completion of such audit by February 15, 2021 (provided, that the Company may take actions outside of the ordinary course to the extent reasonably necessary to (i) protect the health and safety of the Acquired Corporations’ employees in respect of the Acquired Corporations’ business activities in response to COVID-19 or (ii) to implement COVID-19 Measures, and provided, further, that the Company provides written notice to Parent prior to taking such actions); ",
"file_path": "maud/Viela Bio, Inc._Horizon Therapeutics Public Limited Company.txt",
"span": [
163948,
165068
]
}
] |
maud_1222
|
Consider the Merger Agreement between "Sunshine Software Holdings, Inc." and "Cornerstone OnDemand, Inc."; What happens during a Breach of No-Shop clause
|
4.3. No Solicitation. 7.1. Termination. This Agreement may be terminated (f) by Parent, if at any time the (i) Company is in material breach of its obligations under Section 4.3 or Section 5.1 and has not cured such breach within five (5) business days of receipt of a notice of such breach from Parent 7.3. Expenses; Termination Fee. (b) Company Payments. (ii) If this Agreement is validly terminated (A) pursuant to Section 7.1(d) at a time when Parent had the right to terminate pursuant to Section 7.1(f) or (B) pursuant to Section 7.1(f), then the Company must promptly (and in any event within two business days) following such termination pay to Parent the Company Termination Fee.
|
maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt
| 6 |
[
{
"answer": "4.3. No Solicitation. ",
"file_path": "maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt",
"span": [
140003,
140025
]
},
{
"answer": "7.1. Termination. This Agreement may be terminated",
"file_path": "maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt",
"span": [
225224,
225274
]
},
{
"answer": "(f) by Parent, if at any time the (i) Company is in material breach of its obligations under Section 4.3 or Section 5.1 and has not cured such breach within five (5) business days of receipt of a notice of such breach from Parent ",
"file_path": "maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt",
"span": [
229303,
229533
]
},
{
"answer": "7.3. Expenses; Termination Fee. ",
"file_path": "maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt",
"span": [
237218,
237250
]
},
{
"answer": "(b) Company Payments. ",
"file_path": "maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt",
"span": [
237911,
237933
]
},
{
"answer": "(ii) If this Agreement is validly terminated (A) pursuant to Section 7.1(d) at a time when Parent had the right to terminate pursuant to Section 7.1(f) or (B) pursuant to Section 7.1(f), then the Company must promptly (and in any event within two business days) following such termination pay to Parent the Company Termination Fee. ",
"file_path": "maud/Cornerstone_OnDemand_Clearlake_Capital_Group_L_P.txt",
"span": [
239593,
239925
]
}
] |
maud_1517
|
Consider the Acquisition Agreement between Parent "Marvell Technology Group Ltd." and Target "Inphi Corporation"; What are the Ordinary course of business covenants
|
4.2 Operation of the Company’s Business and Marvell’s Business. (a) During the Pre-Closing Period, the Company shall: (i) conduct, and ensure that each of the other Inphi Entities conducts, its business and operations in the ordinary course in all material respects and in accordance with past practices;
|
maud/Inphi Corporation_Marvell Technology Group Ltd..txt
| 1 |
[
{
"answer": "4.2 Operation of the Company’s Business and Marvell’s Business. (a) During the Pre-Closing Period, the Company shall: (i) conduct, and ensure that each of the other Inphi Entities conducts, its business and operations in the ordinary course in all material respects and in accordance with past practices; ",
"file_path": "maud/Inphi Corporation_Marvell Technology Group Ltd..txt",
"span": [
191412,
191727
]
}
] |
maud_1602
|
Consider the Merger Agreement between "Sitel Worldwide Corporation" and "Sykes Enterprises, Incorporated"; What are the Ordinary course of business covenants
|
Section 5.01 Conduct of Business of the Company. (a) During the period from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, except as expressly permitted by this Agreement (including the restrictions contemplated in this Section 5.01(a)) or as required by applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice,
|
maud/Sykes Enterprises, Incorporated_CREADEV.txt
| 1 |
[
{
"answer": "Section 5.01 Conduct of Business of the Company. (a) During the period from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, except as expressly permitted by this Agreement (including the restrictions contemplated in this Section 5.01(a)) or as required by applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice, ",
"file_path": "maud/Sykes Enterprises, Incorporated_CREADEV.txt",
"span": [
125379,
125973
]
}
] |
maud_663
|
Consider the Acquisition Agreement between Parent "First Citizens BancShares, Inc." and Target "CIT Group Inc."; Where is the Specific Performance clause
|
9.12 Specific Performance.
(a) 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 and the Second Step Merger), in addition to any other remedy to which they are entitled at law or in equity.
|
maud/CIT Group Inc._First Citizens BancShares, Inc..txt
| 1 |
[
{
"answer": "9.12 Specific Performance. \n\n\n(a) 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 and the Second Step Merger), in addition to any other remedy to which they are entitled at law or in equity. ",
"file_path": "maud/CIT Group Inc._First Citizens BancShares, Inc..txt",
"span": [
350139,
350723
]
}
] |
maud_1481
|
Consider the Acquisition Agreement between Parent "Open Text Corporation" and Target "Zix Corporation"; What is the Definition of "Superior Proposal"
|
(b) “Acquisition Proposal” means any offer or proposal (other than an offer or proposal by Parent or Merger Sub), whether or not in writing, relating to an Acquisition Transaction. (c) “Acquisition Transaction” means any transaction or series of related transactions (other than the Transactions) involving: (i) any direct or indirect purchase or other acquisition by any Person or Group, whether from the Company or any other Person, of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing more than 15 percent of the total outstanding voting power of the Company after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any Person or Group that, if consummated in accordance with its terms, would result in such Person or Group beneficially owning more than 15 percent of the total outstanding voting power of the Company after giving effect to the consummation of such tender offer or exchange offer; (ii) any direct or indirect purchase (including by way of a merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction) or other acquisition by any Person or Group of assets constituting or accounting for more than 15 percent of the revenue, net income or consolidated assets of the Company and its Subsidiaries, taken as a whole and measured as of the date of such purchase or acquisition; (iii) any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution, joint venture, spin-off, split-off or other similar transaction involving the Company pursuant to which any Person or Group would hold securities representing more than 15 percent of the total outstanding voting power of the Company (or the surviving company) outstanding after giving effect to the consummation of such transaction; or (iv) any combination of the foregoing (ccccc) “Superior Proposal” means any bona fide written Acquisition Proposal on terms that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) is reasonably likely to be consummated in accordance with its terms and is more favorable, from a financial point of view, to the Company Stockholders (in their capacity as such) than the Merger and the Offer (taking into account (i) any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination and (ii) all legal, regulatory, and financing aspects of the proposal (including certainty of closing) and the identity of the Person making the proposal and all other aspects of the Acquisition Proposal that the Company Board (or a committee thereof) deems in good faith to be relevant). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “67 percent.”
|
maud/Zix_Corporation_Open_Text_Corporation.txt
| 2 |
[
{
"answer": "(b) “Acquisition Proposal” means any offer or proposal (other than an offer or proposal by Parent or Merger Sub), whether or not in writing, relating to an Acquisition Transaction. (c) “Acquisition Transaction” means any transaction or series of related transactions (other than the Transactions) involving: (i) any direct or indirect purchase or other acquisition by any Person or Group, whether from the Company or any other Person, of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing more than 15 percent of the total outstanding voting power of the Company after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any Person or Group that, if consummated in accordance with its terms, would result in such Person or Group beneficially owning more than 15 percent of the total outstanding voting power of the Company after giving effect to the consummation of such tender offer or exchange offer; (ii) any direct or indirect purchase (including by way of a merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction) or other acquisition by any Person or Group of assets constituting or accounting for more than 15 percent of the revenue, net income or consolidated assets of the Company and its Subsidiaries, taken as a whole and measured as of the date of such purchase or acquisition; (iii) any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution, joint venture, spin-off, split-off or other similar transaction involving the Company pursuant to which any Person or Group would hold securities representing more than 15 percent of the total outstanding voting power of the Company (or the surviving company) outstanding after giving effect to the consummation of such transaction; or (iv) any combination of the foregoing ",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
9412,
11429
]
},
{
"answer": "(ccccc) “Superior Proposal” means any bona fide written Acquisition Proposal on terms that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) is reasonably likely to be consummated in accordance with its terms and is more favorable, from a financial point of view, to the Company Stockholders (in their capacity as such) than the Merger and the Offer (taking into account (i) any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination and (ii) all legal, regulatory, and financing aspects of the proposal (including certainty of closing) and the identity of the Person making the proposal and all other aspects of the Acquisition Proposal that the Company Board (or a committee thereof) deems in good faith to be relevant). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “67 percent.” ",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
61101,
62177
]
}
] |
maud_773
|
Consider the Acquisition Agreement between Parent "Viasat, Inc." and Target "RigNet, Inc."; What is the Definition of "Interveining Event"
|
any state of fact, event, change, effect, circumstance, occurrence or development, or combination thereof, arises following the date of this Agreement (i) that (x) was neither known to nor reasonably foreseeable by the Company Board as of the date of this Agreement, and (y) is material to the Company and its Subsidiaries, taken as a whole, and (ii) that is not related to (A) a Company Acquisition Proposal or a Company Superior Proposal or any inquiry or communications relating thereto, or (B) in each case in and of itself, any changes in the market price or trading volume of Company Common Stock or the fact that the Company meets, fails to meet or exceeds any internal or published projections, forecasts or estimates of its revenue, earnings or other financial performance or results of operations for any period (it being understood, however, that any underlying cause of any of the foregoing may be taken into account unless excluded pursuant to clause (A)) (any such state of fact, event, change, effect, circumstance, occurrence, development, condition, circumstance, or combination thereof, being referred to as a “Company Intervening Event”);
|
maud/RigNet, Inc._Viasat, Inc..txt
| 1 |
[
{
"answer": "any state of fact, event, change, effect, circumstance, occurrence or development, or combination thereof, arises following the date of this Agreement (i) that (x) was neither known to nor reasonably foreseeable by the Company Board as of the date of this Agreement, and (y) is material to the Company and its Subsidiaries, taken as a whole, and (ii) that is not related to (A) a Company Acquisition Proposal or a Company Superior Proposal or any inquiry or communications relating thereto, or (B) in each case in and of itself, any changes in the market price or trading volume of Company Common Stock or the fact that the Company meets, fails to meet or exceeds any internal or published projections, forecasts or estimates of its revenue, earnings or other financial performance or results of operations for any period (it being understood, however, that any underlying cause of any of the foregoing may be taken into account unless excluded pursuant to clause (A)) (any such state of fact, event, change, effect, circumstance, occurrence, development, condition, circumstance, or combination thereof, being referred to as a “Company Intervening Event”); ",
"file_path": "maud/RigNet, Inc._Viasat, Inc..txt",
"span": [
200492,
201650
]
}
] |
maud_913
|
Consider the Acquisition Agreement between Parent "Independence Energy LLC" and Target "Contango Oil & Gas Company"; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
4.6 Absence of Certain Changes or Events.
(a) Since December 31, 2020, through the date of this Agreement, there has not been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.
(b) From December 31, 2020 through the date of this Agreement, except as set forth in Schedule 4.6 of the Company Disclosure Letter:
|
maud/Contango_Oil_&_Gas_KKR_&_Co.txt
| 1 |
[
{
"answer": "4.6 Absence of Certain Changes or Events. \n\n\n(a) Since December 31, 2020, through the date of this Agreement, there has not been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. \n\n\n(b) From December 31, 2020 through the date of this Agreement, except as set forth in Schedule 4.6 of the Company Disclosure Letter: \n\n\n",
"file_path": "maud/Contango_Oil_&_Gas_KKR_&_Co.txt",
"span": [
89381,
89813
]
}
] |
maud_247
|
Consider the Merger Agreement between 'UNITED BANKSHARES, INC.' and 'COMMUNITY BANKERS TRUST CORPORATION'; Where is the Closing Conditions: Regulatory Approvals clause
|
7.08 Regulatory Applications. (a) United and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading.
|
maud/Community Bankers Trust Corporation_United Bankshares, Inc..txt
| 1 |
[
{
"answer": "7.08 Regulatory Applications. (a) United and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. ",
"file_path": "maud/Community Bankers Trust Corporation_United Bankshares, Inc..txt",
"span": [
154624,
155519
]
}
] |
maud_344
|
Consider the Acquisition Agreement between Parent "MERCK SHARP & DOHME CORP." and Target "PANDION THERAPEUTICS, INC."; Information about the Closing Condition: No Litigation clause
|
Offer Conditions
Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, in addition to Merger Sub’s right or obligations to extend, or right to amend or terminate, the Offer in accordance with the provisions of this Agreement, neither Parent nor Merger Sub shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return Tendered Shares promptly after termination or withdrawal of the Offer), pay for any Tendered Shares, if as of immediately prior to one minute after 11:59 p.m., New York City time, on the Expiration Date (as it may have been extended pursuant to Section 2.1(e)) any of the conditions set forth below shall not be satisfied or waived in writing by Parent and Merger Sub (to the extent waivable by Parent and Merger Sub): (c) none of the following events, conditions, circumstances, state of facts or developments shall exist or have occurred and be continuing: (ii) there shall be instituted, pending or threatened in writing any Proceeding by any Specified Governmental Authority seeking (1) any Non-Required Remedy or (2) to enjoin, make illegal or otherwise prohibit the consummation of the Offer Closing or the Merger (the conditions set forth in clause (b), clause (c)(i) and this clause (c)(ii), the “Antitrust and Judgment/Illegality Conditions”);
|
maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt
| 3 |
[
{
"answer": "Offer Conditions \n\n\nNotwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, in addition to Merger Sub’s right or obligations to extend, or right to amend or terminate, the Offer in accordance with the provisions of this Agreement, neither Parent nor Merger Sub shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return Tendered Shares promptly after termination or withdrawal of the Offer), pay for any Tendered Shares, if as of immediately prior to one minute after 11:59 p.m., New York City time, on the Expiration Date (as it may have been extended pursuant to Section 2.1(e)) any of the conditions set forth below shall not be satisfied or waived in writing by Parent and Merger Sub (to the extent waivable by Parent and Merger Sub): \n\n\n",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
295272,
296228
]
},
{
"answer": "(c) none of the following events, conditions, circumstances, state of facts or developments shall exist or have occurred and be continuing: ",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
297765,
297905
]
},
{
"answer": "(ii) there shall be instituted, pending or threatened in writing any Proceeding by any Specified Governmental Authority seeking (1) any Non-Required Remedy or (2) to enjoin, make illegal or otherwise prohibit the consummation of the Offer Closing or the Merger (the conditions set forth in clause (b), clause (c)(i) and this clause (c)(ii), the “Antitrust and Judgment/Illegality Conditions”); \n\n\n",
"file_path": "maud/Pandion Therapeutics, Inc._Merck _ Co., Inc..txt",
"span": [
298295,
298692
]
}
] |
maud_1080
|
Consider the Merger Agreement between "Columbia Property Trust, Inc." and "Panther Merger Parent, Inc."; Where is the No-Shop Clause
|
Section 5.3 Solicitation. (a) Except as permitted by this Section 5.3, the Company shall not, and shall cause each of its Subsidiaries and its and their respective officers and directors not to, and shall direct the Company’s Representatives not to, (A) solicit, initiate, or knowingly encourage (including by way of furnishing non-public information relating to the Company or its Subsidiaries) or facilitate any proposal or offer or any inquiries regarding the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (B) engage or participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information of the Company or the Company’s Subsidiaries relating to or for the purpose of facilitating, any proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (C) approve, recommend or enter into, or publicly propose to approve, recommend or enter into, any letter of intent, agreement, binding commitment or agreement in principle with respect to a Company Takeover Proposal, or (D) propose or agree to do any of the foregoing; provided that the Company shall be permitted to grant a waiver of any standstill agreement in response to a bona fide unsolicited request (and to permit such request) for such waiver from the counterparty thereto in order to permit a Company Takeover Proposal to be made. “Representatives” means, with respect to any Person, such Person’s officers, employees, agents, or representatives (including investment bankers, financial or other advisors or consultants, auditors, accountants, attorneys, brokers, finders or other agents).
|
maud/Columbia_Property_Pacific_Investment_Management.txt
| 2 |
[
{
"answer": "Section 5.3 Solicitation. (a) Except as permitted by this Section 5.3, the Company shall not, and shall cause each of its Subsidiaries and its and their respective officers and directors not to, and shall direct the Company’s Representatives not to, (A) solicit, initiate, or knowingly encourage (including by way of furnishing non-public information relating to the Company or its Subsidiaries) or facilitate any proposal or offer or any inquiries regarding the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (B) engage or participate in any discussions or negotiations regarding, or furnish to any other Person any non-public information of the Company or the Company’s Subsidiaries relating to or for the purpose of facilitating, any proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal, (C) approve, recommend or enter into, or publicly propose to approve, recommend or enter into, any letter of intent, agreement, binding commitment or agreement in principle with respect to a Company Takeover Proposal, or (D) propose or agree to do any of the foregoing; provided that the Company shall be permitted to grant a waiver of any standstill agreement in response to a bona fide unsolicited request (and to permit such request) for such waiver from the counterparty thereto in order to permit a Company Takeover Proposal to be made. ",
"file_path": "maud/Columbia_Property_Pacific_Investment_Management.txt",
"span": [
149058,
150546
]
},
{
"answer": "“Representatives” means, with respect to any Person, such Person’s officers, employees, agents, or representatives (including investment bankers, financial or other advisors or consultants, auditors, accountants, attorneys, brokers, finders or other agents). ",
"file_path": "maud/Columbia_Property_Pacific_Investment_Management.txt",
"span": [
305339,
305600
]
}
] |
maud_17
|
Consider the Acquisition Agreement between Parent "LVMH Moët Hennessy-Louis Vuitton SE" and Target "Tiffany & Co."; Information about the Fiduciary Termination Right Triggers for termination
|
9.3 Termination by the Company. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by the Company: (b) prior to the time the Requisite Company Vote is obtained, to enter into an Alternative Acquisition Agreement in compliance with the terms of this Agreement, including Section 7.3(d)(ii); provided that the Company pays the Company Termination Fee to Parent prior to or concurrently with such termination in accordance with Section 9.5(b).
|
maud/TIFFANY_&_CO._LVMH_MOËT_HENNESSY-LOUIS_VUITTON.txt
| 2 |
[
{
"answer": "9.3 Termination by the Company. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned by the Company: \n\n\n",
"file_path": "maud/TIFFANY_&_CO._LVMH_MOËT_HENNESSY-LOUIS_VUITTON.txt",
"span": [
302239,
302392
]
},
{
"answer": "(b) prior to the time the Requisite Company Vote is obtained, to enter into an Alternative Acquisition Agreement in compliance with the terms of this Agreement, including Section 7.3(d)(ii); provided that the Company pays the Company Termination Fee to Parent prior to or concurrently with such termination in accordance with Section 9.5(b). \n\n\n",
"file_path": "maud/TIFFANY_&_CO._LVMH_MOËT_HENNESSY-LOUIS_VUITTON.txt",
"span": [
303544,
303889
]
}
] |
maud_501
|
Consider the Acquisition Agreement between Parent "Tribune Enterprises, LLC" and Target "Tribune Publishing Company"; I want information about the Limitations on Antitrust Efforts
|
In no event shall Parent be required to take any such Divestiture Actions with respect to its businesses, properties, assets, Subsidiaries and Affiliates (other than, following the Effective Time, the Company and its Subsidiaries), including agreeing to divest such entities or terminate existing relationships and contractual rights. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that any such action shall be conditioned upon the consummation of the Merger and the other transactions contemplated hereby. Notwithstanding any other provision in this Agreement, Parent shall not be required to undertake any Divestiture Actions with respect to businesses, assets, or properties of the Company that, directly or indirectly, would materially impair the benefits of the transactions contemplated hereby that are reasonably expected to be enjoyed by Parent; provided that, notwithstanding the foregoing or anything else to the contrary herein, Parent shall be required to undertake Divestiture Actions with respect to businesses, assets or properties of the Company and its Subsidiaries that account for up to $40 million of revenue for the fiscal year ended on December 27, 2020.
|
maud/Tribune Publishing Company_Alden Global Capital LLC.txt
| 1 |
[
{
"answer": "In no event shall Parent be required to take any such Divestiture Actions with respect to its businesses, properties, assets, Subsidiaries and Affiliates (other than, following the Effective Time, the Company and its Subsidiaries), including agreeing to divest such entities or terminate existing relationships and contractual rights. At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that any such action shall be conditioned upon the consummation of the Merger and the other transactions contemplated hereby. Notwithstanding any other provision in this Agreement, Parent shall not be required to undertake any Divestiture Actions with respect to businesses, assets, or properties of the Company that, directly or indirectly, would materially impair the benefits of the transactions contemplated hereby that are reasonably expected to be enjoyed by Parent; provided that, notwithstanding the foregoing or anything else to the contrary herein, Parent shall be required to undertake Divestiture Actions with respect to businesses, assets or properties of the Company and its Subsidiaries that account for up to $40 million of revenue for the fiscal year ended on December 27, 2020. ",
"file_path": "maud/Tribune Publishing Company_Alden Global Capital LLC.txt",
"span": [
203435,
204860
]
}
] |
maud_545
|
Consider the Acquisition Agreement between Parent "ANALOG DEVICES, INC." and Target "MAXIM INTEGRATED PRODUCTS, INC."; Where is the Specific Performance clause
|
7.12 Specific Performance. Each of the parties hereto agrees 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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that a party hereto may have under law or in equity, in the event of any breach or threatened breach by Parent, Acquisition Sub or the Company of any covenant or obligation of such party contained in this Agreement, the other parties shall be entitled to obtain: (i) a decree or order of specific performance to enforce the observance and performance of such covenant; and (ii) an injunction restraining such breach or threatened breach.
|
maud/Maxim Integrated Products, Inc._Analog Devices, Inc..txt
| 1 |
[
{
"answer": "7.12 Specific Performance. Each of the parties hereto agrees 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, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, in addition to any other remedy that a party hereto may have under law or in equity, in the event of any breach or threatened breach by Parent, Acquisition Sub or the Company of any covenant or obligation of such party contained in this Agreement, the other parties shall be entitled to obtain: (i) a decree or order of specific performance to enforce the observance and performance of such covenant; and (ii) an injunction restraining such breach or threatened breach. ",
"file_path": "maud/Maxim Integrated Products, Inc._Analog Devices, Inc..txt",
"span": [
307042,
307876
]
}
] |
maud_729
|
Consider the Acquisition Agreement between Parent "SIEMENS HEALTHINEERS HOLDING I GMBH" and Target "VARIAN MEDICAL SYSTEMS, INC."; Where is the Specific Performance clause
|
Section 8.5 Jurisdiction; Enforcement. 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. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, and the parties hereby waive any requirement for the securing or posting of any bond in connection with such remedy (it being understood that such remedy shall not be deemed to be the exclusive remedy for the parties, but shall be in addition to all other remedies available to the parties), and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).
|
maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt
| 1 |
[
{
"answer": "Section 8.5 Jurisdiction; Enforcement. 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. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, and the parties hereby waive any requirement for the securing or posting of any bond in connection with such remedy (it being understood that such remedy shall not be deemed to be the exclusive remedy for the parties, but shall be in addition to all other remedies available to the parties), and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). ",
"file_path": "maud/Varian Medical Systems, Inc._Siemens Healthineers AG.txt",
"span": [
258928,
259934
]
}
] |
maud_1421
|
Consider the Acquisition Agreement between Parent "Karta Halten B.V." and Target "Domtar Corporation"; Is there a Tail provision for acquisition proposals
|
Section 9.3 Termination Fees; Expenses. (b) In the event that (i) this Agreement is terminated (iii) within 12 months after such termination, the Company enters into a definitive agreement with respect to a Company Acquisition Proposal or consummates a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to in clause (ii) above), then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee (less any Expense Reimbursement previously paid to Parent by the Company in accordance with Section 9.3(c)), within two Business Days following the earliest to occur of the events described in clause (iii) of this Section 9.3(b); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(b), references to “20%” shall be replaced by “50%”.
|
maud/Domtar Corporation_Paper Excellence Canada Group.txt
| 3 |
[
{
"answer": "Section 9.3 Termination Fees; Expenses. \n\n\n",
"file_path": "maud/Domtar Corporation_Paper Excellence Canada Group.txt",
"span": [
309354,
309397
]
},
{
"answer": "(b) In the event that (i) this Agreement is terminated ",
"file_path": "maud/Domtar Corporation_Paper Excellence Canada Group.txt",
"span": [
309991,
310046
]
},
{
"answer": "(iii) within 12 months after such termination, the Company enters into a definitive agreement with respect to a Company Acquisition Proposal or consummates a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to in clause (ii) above), then, in any such event, the Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee (less any Expense Reimbursement previously paid to Parent by the Company in accordance with Section 9.3(c)), within two Business Days following the earliest to occur of the events described in clause (iii) of this Section 9.3(b); provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 9.3(b), references to “20%” shall be replaced by “50%”. \n\n\n",
"file_path": "maud/Domtar Corporation_Paper Excellence Canada Group.txt",
"span": [
310292,
311105
]
}
] |
maud_267
|
Consider the Merger Agreement between "WSFS Financial Corporation" and "Bryn Mawr Bank Corporation"; What is the Definition of "Superior Proposal"
|
“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal with respect to which the board of directors of Bryn Mawr determines in its good faith judgment (based on, among other things, the advice of outside legal counsel and a financial advisor) is reasonably likely to be consummated in accordance with its terms, and if consummated, would result in a transaction more favorable, from a financial point of view, to Bryn Mawr’s shareholders than the Merger and the other transactions contemplated by this Agreement (as it may be proposed to be amended by WSFS), taking into account all relevant factors (including the Acquisition Proposal and this Agreement (including any proposed changes to this Agreement that may be proposed by WSFS in response to such Acquisition Proposal)); provided, that for purposes of the definition of “Superior Proposal,” the references to “25%” in the definition of Acquisition Transaction shall be deemed to be references to “50%”.
|
maud/Bryn Mawr Bank Corporation_WSFS Financial Corporation.txt
| 1 |
[
{
"answer": "“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal with respect to which the board of directors of Bryn Mawr determines in its good faith judgment (based on, among other things, the advice of outside legal counsel and a financial advisor) is reasonably likely to be consummated in accordance with its terms, and if consummated, would result in a transaction more favorable, from a financial point of view, to Bryn Mawr’s shareholders than the Merger and the other transactions contemplated by this Agreement (as it may be proposed to be amended by WSFS), taking into account all relevant factors (including the Acquisition Proposal and this Agreement (including any proposed changes to this Agreement that may be proposed by WSFS in response to such Acquisition Proposal)); provided, that for purposes of the definition of “Superior Proposal,” the references to “25%” in the definition of Acquisition Transaction shall be deemed to be references to “50%”. \n\n\n",
"file_path": "maud/Bryn Mawr Bank Corporation_WSFS Financial Corporation.txt",
"span": [
294836,
295825
]
}
] |
maud_625
|
Consider the Merger Agreement between 'New York Community Bancorp, Inc.' and 'Flagstar Bancorp, 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/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..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/Flagstar Bancorp, Inc._New York Community Bancorp, Inc..txt",
"span": [
340327,
340871
]
}
] |
maud_1252
|
Consider the Acquisition Agreement between Parent "Celestial-Saturn Parent Inc." and Target "CoreLogic, Inc."; Information about the Closing Condition: Compliance with Covenants
|
Section 7.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent and Acquisition Sub at or prior to the Effective Time of the following conditions: (c) the Company shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date; and
|
maud/CoreLogic, Inc._Investment Group.txt
| 2 |
[
{
"answer": "Section 7.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent and Acquisition Sub at or prior to the Effective Time of the following conditions: ",
"file_path": "maud/CoreLogic, Inc._Investment Group.txt",
"span": [
227676,
227985
]
},
{
"answer": "(c) the Company shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date; and ",
"file_path": "maud/CoreLogic, Inc._Investment Group.txt",
"span": [
232334,
232529
]
}
] |
maud_1230
|
Consider the Merger Agreement between "Oaktree Strategic Income Corporation" and "Oaktree Specialty Lending Corporation"; What about the Fiduciary exception to the No-Shop Clause
|
7.7. OCSI Takeover Proposals.
(a) If on or after the date of this Agreement and at any time prior to the OCSI Stockholders Meeting: (i) OCSI receives a bona fide unsolicited Takeover Proposal (under circumstances in which OCSI has complied in all material respects with the provisions of Sections 7.6(a) and (b)); (ii) the OCSI Special Committee shall have determined in good faith, after consultation with its outside legal counsel and financial advisor, that (x) failure to consider such Takeover Proposal would be reasonably likely to be inconsistent with the OCSI directors’ exercise of their fiduciary duties under applicable Law and (y) such Takeover Proposal constitutes or is reasonably likely to result in an OCSI Superior Proposal; and (iii) OCSI gives OCSL at least two (2) Business Days prior written notice of the identity of the Person making such Takeover Proposal, the terms and conditions of such Takeover Proposal and OCSI’s intention to furnish information to, or participate in discussions or negotiations with, the Person making such Takeover Proposal then, subject to compliance with this Section 7.7(a), OCSI may:
(i) engage in negotiations or discussions with such Person who has made the unsolicited bona fide Takeover Proposal and provide information in response to a request therefor by a Person who has made such Takeover Proposal if OCSI (A) receives from such Person an executed confidentiality agreement with customary terms (including a standstill) and (B) provides OCSL a copy of all such information that has not previously been delivered to OCSL simultaneously with delivery to such Person (or such Person’s Representatives and Affiliates);
|
maud/Oaktree_Strategic_Income_Oaktree_Fund_Advisors.txt
| 1 |
[
{
"answer": "7.7. OCSI Takeover Proposals. \n\n\n(a) If on or after the date of this Agreement and at any time prior to the OCSI Stockholders Meeting: (i) OCSI receives a bona fide unsolicited Takeover Proposal (under circumstances in which OCSI has complied in all material respects with the provisions of Sections 7.6(a) and (b)); (ii) the OCSI Special Committee shall have determined in good faith, after consultation with its outside legal counsel and financial advisor, that (x) failure to consider such Takeover Proposal would be reasonably likely to be inconsistent with the OCSI directors’ exercise of their fiduciary duties under applicable Law and (y) such Takeover Proposal constitutes or is reasonably likely to result in an OCSI Superior Proposal; and (iii) OCSI gives OCSL at least two (2) Business Days prior written notice of the identity of the Person making such Takeover Proposal, the terms and conditions of such Takeover Proposal and OCSI’s intention to furnish information to, or participate in discussions or negotiations with, the Person making such Takeover Proposal then, subject to compliance with this Section 7.7(a), OCSI may: \n\n\n(i) engage in negotiations or discussions with such Person who has made the unsolicited bona fide Takeover Proposal and provide information in response to a request therefor by a Person who has made such Takeover Proposal if OCSI (A) receives from such Person an executed confidentiality agreement with customary terms (including a standstill) and (B) provides OCSL a copy of all such information that has not previously been delivered to OCSL simultaneously with delivery to such Person (or such Person’s Representatives and Affiliates); ",
"file_path": "maud/Oaktree_Strategic_Income_Oaktree_Fund_Advisors.txt",
"span": [
165216,
166898
]
}
] |
maud_1441
|
Consider the Merger Agreement between "Sanofi" and "Kadmon Holdings, Inc."; Where is the Closing Conditions: Regulatory Approvals clause
|
Section 5.6 Filings; Other Actions; Notification.
(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 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, including the Antitrust Laws, to consummate and make effective the Merger as soon as reasonably practicable and advisable,
|
maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt
| 1 |
[
{
"answer": "Section 5.6 Filings; Other Actions; Notification. \n\n\n(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 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, including the Antitrust Laws, to consummate and make effective the Merger as soon as reasonably practicable and advisable, ",
"file_path": "maud/Kadmon_Holdings_Sanofi_SA_Merger_Agreement.txt",
"span": [
162920,
163533
]
}
] |
maud_97
|
Consider the Acquisition Agreement between Parent "AstraZeneca PLC" and Target "Alexion Pharmaceuticals, Inc."; Is there a Tail provision for acquisition proposals
|
Section 10.03 Termination Payment. (b) If (i) this Agreement is terminated (iii) on or prior to the twelve-month anniversary of such termination of this Agreement: (A) a transaction constituting a Company Acquisition Proposal is consummated; or (B) a definitive agreement relating to a Company Acquisition Proposal is entered into by the Company or any of its Affiliates (in each case, whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced), then, the Company shall pay to Parent (or its designee) by way of compensation the Company Termination Payment no later than the consummation of such Company Acquisition Proposal;
|
maud/Alexion Pharmaceuticals, Inc._AstraZeneca PLC.txt
| 3 |
[
{
"answer": "Section 10.03 Termination Payment. \n\n\n",
"file_path": "maud/Alexion Pharmaceuticals, Inc._AstraZeneca PLC.txt",
"span": [
396754,
396801
]
},
{
"answer": "(b) If (i) this Agreement is terminated ",
"file_path": "maud/Alexion Pharmaceuticals, Inc._AstraZeneca PLC.txt",
"span": [
397451,
397500
]
},
{
"answer": "(iii) on or prior to the twelve-month anniversary of such termination of this Agreement: (A) a transaction constituting a Company Acquisition Proposal is consummated; or (B) a definitive agreement relating to a Company Acquisition Proposal is entered into by the Company or any of its Affiliates (in each case, whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal publicly made known or publicly announced), then, the Company shall pay to Parent (or its designee) by way of compensation the Company Termination Payment no later than the consummation of such Company Acquisition Proposal; ",
"file_path": "maud/Alexion Pharmaceuticals, Inc._AstraZeneca PLC.txt",
"span": [
397830,
398471
]
}
] |
maud_216
|
Consider the Acquisition Agreement between Parent "Novo Nordisk A/S" and Target "Dicerna Pharmaceuticals, Inc."; I want information about the Limitations on Antitrust Efforts
|
6.2 Filings, Consents and Approvals. provided, however, that, notwithstanding anything to the contrary contained in this Agreement, (x) neither Parent nor Purchaser shall be obligated to take any of the following actions if such actions, individually or in the aggregate, would materially impair the anticipated benefits of the Transactions, taken as a whole, to Parent (and, without Parent’s prior written consent, no Acquired Corporation shall take any of the following actions in furtherance of this Section 6.2(a)): (i) proposing, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license, hold separate or other disposition of any asset, interest or business; (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements; and (iii) any other behavioral undertakings and commitments whatsoever including but not limited to creating or consenting to create any relationships, ventures, contractual rights, obligations, or other arrangements and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body in connection with any of the foregoing and (y) Parent will not be required to take any actions described in subclauses (x)(i) through (x)(iii) above with respect to its business, assets or operations.
|
maud/Dicerna_Pharmaceuticals_Inc_Novo_Nordisk_A_S.txt
| 2 |
[
{
"answer": "6.2 Filings, Consents and Approvals. ",
"file_path": "maud/Dicerna_Pharmaceuticals_Inc_Novo_Nordisk_A_S.txt",
"span": [
147223,
147260
]
},
{
"answer": "provided, however, that, notwithstanding anything to the contrary contained in this Agreement, (x) neither Parent nor Purchaser shall be obligated to take any of the following actions if such actions, individually or in the aggregate, would materially impair the anticipated benefits of the Transactions, taken as a whole, to Parent (and, without Parent’s prior written consent, no Acquired Corporation shall take any of the following actions in furtherance of this Section 6.2(a)): (i) proposing, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license, hold separate or other disposition of any asset, interest or business; (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements; and (iii) any other behavioral undertakings and commitments whatsoever including but not limited to creating or consenting to create any relationships, ventures, contractual rights, obligations, or other arrangements and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any Governmental Body in connection with any of the foregoing and (y) Parent will not be required to take any actions described in subclauses (x)(i) through (x)(iii) above with respect to its business, assets or operations. ",
"file_path": "maud/Dicerna_Pharmaceuticals_Inc_Novo_Nordisk_A_S.txt",
"span": [
147914,
149413
]
}
] |
maud_586
|
Consider the Merger Agreement between "Nicolet Bankshares, Inc." and "Mackinac Financial Corporation"; Is there a Tail provision for acquisition proposals
|
Section 10.3 Fees and Expenses. (c) If this Agreement is terminated (iii) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive written agreement with any Person with respect to such Acquisition Proposal, then the Company shall pay to Nicolet, within two (2) Business Days after execution of such definitive written agreement, the Termination Fee by wire transfer of immediately available funds to such account as Nicolet shall designate.
|
maud/Mackinac Financial Corporation_Nicolet Bankshares, Inc..txt
| 4 |
[
{
"answer": "Section 10.3 Fees and Expenses. ",
"file_path": "maud/Mackinac Financial Corporation_Nicolet Bankshares, Inc..txt",
"span": [
210490,
210525
]
},
{
"answer": "(c) If ",
"file_path": "maud/Mackinac Financial Corporation_Nicolet Bankshares, Inc..txt",
"span": [
211517,
211527
]
},
{
"answer": "this Agreement is terminated ",
"file_path": "maud/Mackinac Financial Corporation_Nicolet Bankshares, Inc..txt",
"span": [
211885,
211914
]
},
{
"answer": "(iii) prior to the date that is twelve (12) months after the date of such termination, the Company enters into a definitive written agreement with any Person with respect to such Acquisition Proposal, then the Company shall pay to Nicolet, within two (2) Business Days after execution of such definitive written agreement, the Termination Fee by wire transfer of immediately available funds to such account as Nicolet shall designate. ",
"file_path": "maud/Mackinac Financial Corporation_Nicolet Bankshares, Inc..txt",
"span": [
212141,
212576
]
}
] |
maud_10
|
Consider the Acquisition Agreement between Parent "Magic AcquireCo, Inc." and Target "The Michaels Companies, Inc."; Where is the Specific Performance clause
|
Section 11.14. Specific Performance. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Merger and the other Transactions) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that, subject to the last sentence of this Section 11.14, the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 11.09 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement at law or in equity, and the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement.
|
maud/The Michaels Companies, Inc._Apollo Global Management, LLC.txt
| 1 |
[
{
"answer": "Section 11.14. Specific Performance. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Merger and the other Transactions) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that, subject to the last sentence of this Section 11.14, the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 11.09 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement at law or in equity, and the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor Parent would have entered into this Agreement. ",
"file_path": "maud/The Michaels Companies, Inc._Apollo Global Management, LLC.txt",
"span": [
340568,
341722
]
}
] |
maud_1603
|
Consider the Merger Agreement between "Sitel Worldwide Corporation" and "Sykes Enterprises, Incorporated"; I want information about the Limitations on Antitrust Efforts
|
Notwithstanding anything herein to the contrary, (i) the Company shall not take or agree to take any actions described in this Section 5.09(d) without the prior written approval of Parent and (ii) neither Parent nor the Company shall be required to take or agree to take any action (including any disposition, licensing, holding separate or conduct remedy) or to limit or agree to limit Parent’s freedom of action or that of the Company or of any Subsidiary in any respect unless (x) such agreement, action or limitation would not reasonably be expected to, individually or in the aggregate, result in a Substantial Detriment and (y) the effectiveness of any such agreement, action or limitation is conditioned upon the Closing. “Substantial Detriment” means a material adverse effect on the Company and its Subsidiaries, taken as a whole, Parent, or the pro forma Parent (together with the Company and its Subsidiaries) (but assuming for this purpose that Parent or the pro forma Parent is the size, and has the aggregate financial and operating metrics, of the Company and its Subsidiaries, taken as a whole).
|
maud/Sykes Enterprises, Incorporated_CREADEV.txt
| 1 |
[
{
"answer": "Notwithstanding anything herein to the contrary, (i) the Company shall not take or agree to take any actions described in this Section 5.09(d) without the prior written approval of Parent and (ii) neither Parent nor the Company shall be required to take or agree to take any action (including any disposition, licensing, holding separate or conduct remedy) or to limit or agree to limit Parent’s freedom of action or that of the Company or of any Subsidiary in any respect unless (x) such agreement, action or limitation would not reasonably be expected to, individually or in the aggregate, result in a Substantial Detriment and (y) the effectiveness of any such agreement, action or limitation is conditioned upon the Closing. “Substantial Detriment” means a material adverse effect on the Company and its Subsidiaries, taken as a whole, Parent, or the pro forma Parent (together with the Company and its Subsidiaries) (but assuming for this purpose that Parent or the pro forma Parent is the size, and has the aggregate financial and operating metrics, of the Company and its Subsidiaries, taken as a whole). \n\n\n",
"file_path": "maud/Sykes Enterprises, Incorporated_CREADEV.txt",
"span": [
188268,
189383
]
}
] |
maud_325
|
Consider the Merger Agreement between "Merck Sharp & Dohme Corp." and "Acceleron Pharma Inc."; Information about the Closing Condition: No Litigation clause
|
CONDITIONS TO THE OFFER 1. Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, Purchaser is not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in connection with the Offer, unless, immediately prior to the then applicable Expiration Date: (d) there shall not be instituted or pending any Action by any Governmental Body seeking any Non-Required Remedy.
|
maud/Acceleron_Pharma_Inc_Merck_Co.txt
| 3 |
[
{
"answer": "CONDITIONS TO THE OFFER ",
"file_path": "maud/Acceleron_Pharma_Inc_Merck_Co.txt",
"span": [
283061,
283087
]
},
{
"answer": "1. Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, Purchaser is not required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares validly tendered and not validly withdrawn in connection with the Offer, unless, immediately prior to the then applicable Expiration Date: ",
"file_path": "maud/Acceleron_Pharma_Inc_Merck_Co.txt",
"span": [
283214,
283803
]
},
{
"answer": "(d) there shall not be instituted or pending any Action by any Governmental Body seeking any Non-Required Remedy. ",
"file_path": "maud/Acceleron_Pharma_Inc_Merck_Co.txt",
"span": [
285317,
285444
]
}
] |
maud_678
|
Consider the Acquisition Agreement between Parent "Stock Yards Bancorp, Inc." and Target "Kentucky Bancshares, Inc."; Where is the No-Shop Clause
|
Section 5.14 No Solicitation; Change of Recommendation.
(a) KTYB agrees that, except as expressly permitted by this Section 5.14, from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, neither it nor any of the KTYB Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and their officers, directors, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal, except to notify a person that has made or, to the knowledge of KTYB, is making any inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 5.14(a); (iv) approve, endorse, recommend, execute or enter into any agreement, letter of intent or contract with respect to an Acquisition Proposal or otherwise relating to or that is intended to or would reasonably be expected to lead to an Acquisition Proposal (other than a confidentiality agreement which expressly permits KTYB to comply with its obligations pursuant to this Section 5.14 and that contains provisions no less favorable or protective than as set forth in the Non-Disclosure Agreement) or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; (v) submit any Acquisition Proposal or any matter related thereto to the vote of the shareholders of KTYB other than this Agreement and the transactions contemplated hereby; or (vi) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal.
|
maud/Kentucky_Bancshares_Stock_Yards_Bancorp.txt
| 1 |
[
{
"answer": "Section 5.14 No Solicitation; Change of Recommendation. \n\n\n(a) KTYB agrees that, except as expressly permitted by this Section 5.14, from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII, neither it nor any of the KTYB Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and their officers, directors, agents, advisors and representatives (collectively, “Representatives”) not to, directly or indirectly: (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal, except to notify a person that has made or, to the knowledge of KTYB, is making any inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of the provisions of this Section 5.14(a); (iv) approve, endorse, recommend, execute or enter into any agreement, letter of intent or contract with respect to an Acquisition Proposal or otherwise relating to or that is intended to or would reasonably be expected to lead to an Acquisition Proposal (other than a confidentiality agreement which expressly permits KTYB to comply with its obligations pursuant to this Section 5.14 and that contains provisions no less favorable or protective than as set forth in the Non-Disclosure Agreement) or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transactions contemplated by this Agreement; (v) submit any Acquisition Proposal or any matter related thereto to the vote of the shareholders of KTYB other than this Agreement and the transactions contemplated hereby; or (vi) otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal. \n\n\n",
"file_path": "maud/Kentucky_Bancshares_Stock_Yards_Bancorp.txt",
"span": [
200861,
202954
]
}
] |
maud_329
|
Consider the Merger Agreement between "Merck Sharp & Dohme Corp." and "Acceleron Pharma Inc."; What about the Fiduciary exception to the No-Shop Clause
|
Section 6.3. Acquisition Proposals. (b) Notwithstanding Section 6.3(a) or any other provision of this Agreement, if at any time following the date of this Agreement and prior to the Acceptance Time, (i) the Company has received a bona fide (as reasonably determined in good faith by the Company Board) written Acquisition Proposal in circumstances not involving a material breach of this Section 6.3 and (ii) the Company Board or a committee thereof in good faith, after consultation with outside legal counsel and financial advisors, determines that such Acquisition Proposal constitutes or is reasonably likely to lead to or result in a Superior Proposal and, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the fiduciary duties of the Company Board under applicable Law, then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and its Representatives and (B) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal;
|
maud/Acceleron_Pharma_Inc_Merck_Co.txt
| 2 |
[
{
"answer": "Section 6.3. Acquisition Proposals. ",
"file_path": "maud/Acceleron_Pharma_Inc_Merck_Co.txt",
"span": [
162899,
162945
]
},
{
"answer": "(b) Notwithstanding Section 6.3(a) or any other provision of this Agreement, if at any time following the date of this Agreement and prior to the Acceptance Time, (i) the Company has received a bona fide (as reasonably determined in good faith by the Company Board) written Acquisition Proposal in circumstances not involving a material breach of this Section 6.3 and (ii) the Company Board or a committee thereof in good faith, after consultation with outside legal counsel and financial advisors, determines that such Acquisition Proposal constitutes or is reasonably likely to lead to or result in a Superior Proposal and, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the fiduciary duties of the Company Board under applicable Law, then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal and its Representatives and (B) participate in discussions or negotiations with such Person and its Representatives regarding such Acquisition Proposal; ",
"file_path": "maud/Acceleron_Pharma_Inc_Merck_Co.txt",
"span": [
165472,
166574
]
}
] |
maud_391
|
Consider the Acquisition Agreement between Parent "DESKTOP METAL, INC." and Target "THE EXONE COMPANY"; I want information about the Limitations on Antitrust Efforts
|
Section 5.6 Further Action; Efforts. (b) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Parent or its Subsidiaries or Affiliates be required to (and the Company and its Subsidiaries and Affiliates shall not, without Parent’s prior written consent) (i) propose, negotiate, commit to, and/or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of any assets, properties, or businesses of Parent or its Subsidiaries or Affiliates or of the assets, properties, or businesses to be acquired pursuant to this Agreement, (ii) terminate, modify, or assign existing relationships, Contracts, or obligations of Parent or its Subsidiaries or Affiliates or those relating to any assets, properties, or businesses to be acquired pursuant to this Agreement, (iii) change or modify any course of conduct regarding future operations of Parent or its Subsidiaries or Affiliates or the assets, properties, or businesses to be acquired pursuant to this Agreement, or (iv) otherwise take or commit to take any other action that would limit Parent’s or its Subsidiaries’ or Affiliates’ freedom of action with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement. (c) In addition, if any action or proceeding is instituted (or threatened) challenging the Transactions as violating any Regulatory Law or if any decree, order, Judgment, or injunction (whether temporary, preliminary, or permanent) is entered, enforced, or attempted to be entered or enforced by any Governmental Entity that would make the Transactions illegal or otherwise delay or prohibit the consummation of the Transactions, the parties shall have no obligation to take any action to contest, defend or litigate any such claim, cause of action, proceeding, decree, order, Judgment or injunction.
|
maud/The_ExOne_Company~Desktop_Metal.txt
| 2 |
[
{
"answer": "Section 5.6 Further Action; Efforts. ",
"file_path": "maud/The_ExOne_Company~Desktop_Metal.txt",
"span": [
245910,
245959
]
},
{
"answer": "(b) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Parent or its Subsidiaries or Affiliates be required to (and the Company and its Subsidiaries and Affiliates shall not, without Parent’s prior written consent) (i) propose, negotiate, commit to, and/or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of any assets, properties, or businesses of Parent or its Subsidiaries or Affiliates or of the assets, properties, or businesses to be acquired pursuant to this Agreement, (ii) terminate, modify, or assign existing relationships, Contracts, or obligations of Parent or its Subsidiaries or Affiliates or those relating to any assets, properties, or businesses to be acquired pursuant to this Agreement, (iii) change or modify any course of conduct regarding future operations of Parent or its Subsidiaries or Affiliates or the assets, properties, or businesses to be acquired pursuant to this Agreement, or (iv) otherwise take or commit to take any other action that would limit Parent’s or its Subsidiaries’ or Affiliates’ freedom of action with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement. (c) In addition, if any action or proceeding is instituted (or threatened) challenging the Transactions as violating any Regulatory Law or if any decree, order, Judgment, or injunction (whether temporary, preliminary, or permanent) is entered, enforced, or attempted to be entered or enforced by any Governmental Entity that would make the Transactions illegal or otherwise delay or prohibit the consummation of the Transactions, the parties shall have no obligation to take any action to contest, defend or litigate any such claim, cause of action, proceeding, decree, order, Judgment or injunction. ",
"file_path": "maud/The_ExOne_Company~Desktop_Metal.txt",
"span": [
248055,
250202
]
}
] |
maud_285
|
Consider the Acquisition Agreement between Parent "Iconix Acquisition LLC" and Target "Iconix Brand Group, Inc."; What is the Definition of "Knowledge"
|
“Knowledge of the Company” (or similar phrases) means the actual knowledge of any of the following individuals: Bob Galvin, Kyle Harmon, and John T. McClain, in each case, after reasonable inquiry of such individual’s direct reports.
|
maud/Iconix_Brand_Group_Lancer Capital.txt
| 1 |
[
{
"answer": "“Knowledge of the Company” (or similar phrases) means the actual knowledge of any of the following individuals: Bob Galvin, Kyle Harmon, and John T. McClain, in each case, after reasonable inquiry of such individual’s direct reports. ",
"file_path": "maud/Iconix_Brand_Group_Lancer Capital.txt",
"span": [
29295,
29529
]
}
] |
maud_406
|
Consider the Acquisition Agreement between Parent "United Rentals (North America), Inc." and Target "General Finance Corporation"; Information about the Closing Condition: Compliance with Covenants
|
Conditions to the Offer Notwithstanding any other provision of the Agreement or the Offer and in addition to (and not in limitation of) Merger Sub’s right to extend and amend the Offer pursuant to the provisions of the Agreement, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and not properly withdrawn pursuant to the Offer if any of the following conditions exist, or have occurred and are continuing, at the scheduled Expiration Time of the Offer: (g) Performance of Obligations of the Company. The Company shall not have complied with or performed in all material respects all obligations required to be performed by it under this Agreement prior to the Expiration Time, and such failure to comply shall not have been cured by the Expiration Time.
|
maud/General Finance Corporation_United Rentals, Inc..txt
| 2 |
[
{
"answer": "Conditions to the Offer Notwithstanding any other provision of the Agreement or the Offer and in addition to (and not in limitation of) Merger Sub’s right to extend and amend the Offer pursuant to the provisions of the Agreement, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and not properly withdrawn pursuant to the Offer if any of the following conditions exist, or have occurred and are continuing, at the scheduled Expiration Time of the Offer: ",
"file_path": "maud/General Finance Corporation_United Rentals, Inc..txt",
"span": [
291774,
292444
]
},
{
"answer": "(g) Performance of Obligations of the Company. The Company shall not have complied with or performed in all material respects all obligations required to be performed by it under this Agreement prior to the Expiration Time, and such failure to comply shall not have been cured by the Expiration Time. ",
"file_path": "maud/General Finance Corporation_United Rentals, Inc..txt",
"span": [
295679,
295992
]
}
] |
maud_1488
|
Consider the Acquisition Agreement between Parent "Open Text Corporation" and Target "Zix Corporation"; Where is the Specific Performance clause
|
The Parties acknowledge and agree that: (A) the Parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms of this Agreement;
|
maud/Zix_Corporation_Open_Text_Corporation.txt
| 1 |
[
{
"answer": "The Parties acknowledge and agree that: (A) the Parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms of this Agreement; ",
"file_path": "maud/Zix_Corporation_Open_Text_Corporation.txt",
"span": [
355958,
356298
]
}
] |
maud_924
|
Consider the Merger Agreement between "SVB Financial Group" and "Boston Private Financial Holdings, Inc."; What is the Definition of "Material Adverse Effect"
|
“Material Adverse Effect” means, with respect to SVB Financial, Boston Private or the Surviving Corporation, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the COVID-19 pandemic and the implementation of the Pandemic Measures), (E) public disclosure or consummation of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby (it being understood and agreed that this clause (E) shall not apply with respect to any representation or warranty that is intended to address the consequences of the execution, announcement or performance of this Agreement or consummation of the Merger) or (F) the failure, in and of itself, to meet earnings projections or financial forecasts, but not including the underlying causes thereof; except, with respect to subclause (A), (B), (C) or (D), to the extent that the effects of such change are disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to similar companies in the industry in which such party and its Subsidiaries operate); or (ii) the ability of such party to timely consummate the transactions contemplated hereby.
|
maud/Boston Private Financial Holdings, Inc._SVB Financial Group.txt
| 1 |
[
{
"answer": "“Material Adverse Effect” means, with respect to SVB Financial, Boston Private or the Surviving Corporation, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the COVID-19 pandemic and the implementation of the Pandemic Measures), (E) public disclosure or consummation of the transactions contemplated hereby or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby (it being understood and agreed that this clause (E) shall not apply with respect to any representation or warranty that is intended to address the consequences of the execution, announcement or performance of this Agreement or consummation of the Merger) or (F) the failure, in and of itself, to meet earnings projections or financial forecasts, but not including the underlying causes thereof; except, with respect to subclause (A), (B), (C) or (D), to the extent that the effects of such change are disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to similar companies in the industry in which such party and its Subsidiaries operate); or (ii) the ability of such party to timely consummate the transactions contemplated hereby. ",
"file_path": "maud/Boston Private Financial Holdings, Inc._SVB Financial Group.txt",
"span": [
39507,
42261
]
}
] |
maud_1657
|
Consider the Acquisition Agreement between Parent 'Peoples Bancorp Inc.' and Target 'Premier Financial Bancorp, Inc.'; Information about the Fiduciary Termination Right Triggers for termination
|
8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: (f) By: (i) Premier Financial if (A) the Premier Financial Board (or a duly authorized committee thereof) has authorized an Acceptance of Superior Proposal, and (B) Premier Financial has complied in all respects with Section 6.06; provided, that the right of Premier Financial to terminate this Agreement pursuant to this Section 8.01(f) is conditioned on and subject to the prior payment by Premier Financial to Peoples of the Termination Fee in accordance with Section 8.02(b). Any purported termination pursuant to this Section 8.01(f) shall be void and of no force or effect if Premier Financial shall not have paid and Peoples shall not have received the Termination Fee;
|
maud/Premier Financial Bancorp, Inc._Peoples Bancorp Inc..txt
| 2 |
[
{
"answer": "8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: \n\n\n",
"file_path": "maud/Premier Financial Bancorp, Inc._Peoples Bancorp Inc..txt",
"span": [
223061,
223149
]
},
{
"answer": "(f) By: (i) Premier Financial if (A) the Premier Financial Board (or a duly authorized committee thereof) has authorized an Acceptance of Superior Proposal, and (B) Premier Financial has complied in all respects with Section 6.06; provided, that the right of Premier Financial to terminate this Agreement pursuant to this Section 8.01(f) is conditioned on and subject to the prior payment by Premier Financial to Peoples of the Termination Fee in accordance with Section 8.02(b). Any purported termination pursuant to this Section 8.01(f) shall be void and of no force or effect if Premier Financial shall not have paid and Peoples shall not have received the Termination Fee; ",
"file_path": "maud/Premier Financial Bancorp, Inc._Peoples Bancorp Inc..txt",
"span": [
226337,
227014
]
}
] |
maud_1192
|
Consider the Acquisition Agreement between Parent "Sky Parent Inc." and Target "Cloudera, Inc."; What is the Target's Representation & Warranty of No Material Adverse Effect, with regards to some specified date
|
3.10 Subsequent Changes. Since the date of the Audited Company Balance Sheet through the date hereof, (a) the Company has conducted its business in the ordinary course of business consistent with past practice except as a result of the Transactions and any actions taken in good faith to respond to COVID-19 Measures and (b) there has not occurred (i) any Company Material Adverse Effect or (ii) any action taken by the Company or event that would have required the consent of the Company pursuant to Section 5.2(b)-(h), (k), (l), (m), (p), (q), (r) and (t) had such action or event occurred after the date of this Agreement.
|
maud/Cloudera, Inc._Investment Group.txt
| 1 |
[
{
"answer": "3.10 Subsequent Changes. Since the date of the Audited Company Balance Sheet through the date hereof, (a) the Company has conducted its business in the ordinary course of business consistent with past practice except as a result of the Transactions and any actions taken in good faith to respond to COVID-19 Measures and (b) there has not occurred (i) any Company Material Adverse Effect or (ii) any action taken by the Company or event that would have required the consent of the Company pursuant to Section 5.2(b)-(h), (k), (l), (m), (p), (q), (r) and (t) had such action or event occurred after the date of this Agreement. \n\n\n",
"file_path": "maud/Cloudera, Inc._Investment Group.txt",
"span": [
120191,
120823
]
}
] |
maud_1052
|
Consider the Acquisition Agreement between Parent "Unifrax Holding Co." and Target "Lydall, Inc."; What is the Definition of "Superior Proposal"
|
“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any Third Party offer or proposal relating to (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets of the Company and its Subsidiaries or 20% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 20% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company, (iii) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company, or (iv) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or other transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 80% of the equity interests of the surviving or resulting entity of such transaction. (i) “Superior Proposal” means a bona fide written Acquisition Proposal (but substituting “50%” for all references to “20%” in the definition of such term) on terms that the Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors and considering all relevant legal, regulatory and financing aspects of such Acquisition Proposal, is reasonably likely to be consummated in accordance with its terms, and if consummated would be more favorable from a financial point of view to the Company’s stockholders than the Merger (taking into account any changes to the terms of this Agreement proposed by Parent to the Company in writing in response to such Acquisition Proposal under the provisions of Section 6.04(d) taking into consideration (A) the identity of the counterparty, (B) the expected timing, conditionality and likelihood of consummation of the contemplated transaction(s), (C) any other legal, financial or regulatory aspects of such Acquisition Proposal and (D) any other factors determined by the Board of Directors to be relevant (including any changes to this Agreement that may be proposed by Parent in response to such Acquisition Proposal).
|
maud/Lydall, Inc._Clearlake Capital Group, L.P..txt
| 2 |
[
{
"answer": "“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any Third Party offer or proposal relating to (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets of the Company and its Subsidiaries or 20% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party beneficially owning 20% or more of any class of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company, (iii) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Company, or (iv) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or other transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 80% of the equity interests of the surviving or resulting entity of such transaction. \n\n\n \n\n\n ",
"file_path": "maud/Lydall, Inc._Clearlake Capital Group, L.P..txt",
"span": [
6266,
7810
]
},
{
"answer": "(i) “Superior Proposal” means a bona fide written Acquisition Proposal (but substituting “50%” for all references to “20%” in the definition of such term) on terms that the Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors and considering all relevant legal, regulatory and financing aspects of such Acquisition Proposal, is reasonably likely to be consummated in accordance with its terms, and if consummated would be more favorable from a financial point of view to the Company’s stockholders than the Merger (taking into account any changes to the terms of this Agreement proposed by Parent to the Company in writing in response to such Acquisition Proposal under the provisions of Section 6.04(d) taking into consideration (A) the identity of the counterparty, (B) the expected timing, conditionality and likelihood of consummation of the contemplated transaction(s), (C) any other legal, financial or regulatory aspects of such Acquisition Proposal and (D) any other factors determined by the Board of Directors to be relevant (including any changes to this Agreement that may be proposed by Parent in response to such Acquisition Proposal). \n\n\n",
"file_path": "maud/Lydall, Inc._Clearlake Capital Group, L.P..txt",
"span": [
175573,
176805
]
}
] |
maud_1393
|
Consider the Acquisition Agreement between Parent "Vulcan Materials Company" and Target "U.S. Concrete, Inc."; What is the Definition of "Knowledge"
|
“Knowledge” means, as the case may be, the knowledge of (a) Stanley G. Bass or Denson N. Franklin III with respect to Parent or Merger Sub or (b) Ronnie Pruitt, John E. Kunz, Brian Mahavier or Paul M. Jolas with respect to the Company, in each case after reasonable inquiry.
|
maud/U.S. Concrete, Inc._Vulcan Materials Company.txt
| 1 |
[
{
"answer": "“Knowledge” means, as the case may be, the knowledge of (a) Stanley G. Bass or Denson N. Franklin III with respect to Parent or Merger Sub or (b) Ronnie Pruitt, John E. Kunz, Brian Mahavier or Paul M. Jolas with respect to the Company, in each case after reasonable inquiry. \n\n\n",
"file_path": "maud/U.S. Concrete, Inc._Vulcan Materials Company.txt",
"span": [
30538,
30816
]
}
] |
maud_917
|
Consider the Acquisition Agreement between Parent "Independence Energy LLC" and Target "Contango Oil & Gas Company"; Information about the Fiduciary Termination Right Triggers for termination
|
8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Merger Effective Time, whether (except as expressly set forth below) before or after Company Stockholder Approval has been obtained: (e) by the Company, if, prior to, but not after, the time the Company Stockholder Approval is obtained (A) the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 6.3, to enter into a Company Alternative Acquisition Agreement with respect to a Company Superior Proposal, (B) substantially concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 6.3, enters into a Company Alternative Acquisition Agreement providing for a Company Superior Proposal and (C) substantially concurrently with such termination, the Company pays to Isla the Company Termination Fee.
|
maud/Contango_Oil_&_Gas_KKR_&_Co.txt
| 2 |
[
{
"answer": "8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Merger Effective Time, whether (except as expressly set forth below) before or after Company Stockholder Approval has been obtained: \n\n\n",
"file_path": "maud/Contango_Oil_&_Gas_KKR_&_Co.txt",
"span": [
337311,
337554
]
},
{
"answer": "(e) by the Company, if, prior to, but not after, the time the Company Stockholder Approval is obtained (A) the Company Board authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 6.3, to enter into a Company Alternative Acquisition Agreement with respect to a Company Superior Proposal, (B) substantially concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 6.3, enters into a Company Alternative Acquisition Agreement providing for a Company Superior Proposal and (C) substantially concurrently with such termination, the Company pays to Isla the Company Termination Fee. ",
"file_path": "maud/Contango_Oil_&_Gas_KKR_&_Co.txt",
"span": [
340799,
341482
]
}
] |
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