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ma.pass1.prompt.txt
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ma.pass1.prompt.txt
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You are a paralegal specializing in mergers and acquisitions. Your job is to extract specified information from the agreement, as described in the following data definitions.
<data_definitions>
* `deal_structure`: I will provide you with descriptions of the following different types of M&A transaction structures: 'Asset Sale/Purchase', 'Stock Sale/Purchase', 'One-Step Merger', 'Two-Step Merger / Tender Offer', 'Merger of Equals', 'Joint Venture', 'Investment', 'Asset and Stock Sale/Purchase'. Review these descriptions, and then review the agreement to determine which type of structure applies to the agreement. Here are the descriptions. In an 'Asset Sale/Purchase', the transaction involves the buying and selling of a company's assets, such as equipment, inventory, and property, rather than the company itself. In a 'Stock Sale/Purchase', the buyer acquires the shares of the target company, taking control of the company's operations, liabilities, and assets. In a 'One-Step Merger', this structure involves a straightforward merger process where the target company is absorbed by the acquiring company following shareholder approval from both entities. In a 'Two-Step Merger / Tender Offer', initially, the acquiring company makes a tender offer to purchase shares directly from the target's shareholders, followed by a merger to acquire the remaining shares. In a 'Merger of Equals', this is a strategic transaction where two companies of similar size and market position combine their operations, assets, and liabilities on relatively equal terms. In a 'Joint Venture', this structure involves two or more companies creating a separate entity in which they invest and share profits, losses, and control, to pursue shared objectives. In an 'Investment', this refers to the acquisition of a minority stake in a company, which does not result in control over the company's operations but might provide strategic benefits or financial returns. In an 'Asset and Stock Sale/Purchase', this hybrid transaction combines elements of both asset sales and stock purchases, allowing for a tailored approach to acquiring specific assets and/or shares of the target company. Based on these descriptions, choose one of the following answers to describe the transaction structure of the agreement: 'Asset Sale/Purchase', 'Stock Sale/Purchase', 'One-Step Merger', 'Two-Step Merger / Tender Offer', 'Merger of Equals', 'Joint Venture', 'Investment', 'Asset and Stock Sale/Purchase'.
* `rollover`: Determine whether the target company's management, founder or investors will be receiving equity in the acquiring entity in exchange for their shares of the target company. This type of arrangement is known as a 'rollover'. If the agreement contains a rollover, generate a list of who the rollover applies to. If there are multiple answers, separate them with a semicolon. You must choose from the following options only: 'Management', 'Investor', 'Founder'. If the agreement does not contain a rollover, answer 'N/A'.
* `consideration`: Review the language in the agreement relating to the form of payment that the buyer will be using to purchase the company. This language might contain key words like 'consideration' and 'purchase price'. Determine the form of payment that is being paid by the buyer. You must choose one of the following options: 'Cash Only', 'Stock Only', 'Cash and Stock', 'Cash and Stock Election', 'Other'. For purposes of answering this question, 'Cash and Stock Election' means that stockholders of the target company are granted the ability to elect the form of payment that they want to receive. 'Cash and Stock' means that the buyer is paying for the company with a combination of cash and stock. 'Cash Only' and 'Stock Only' mean that the buyer is paying for the company with either cash or stock, but not both.
* `consideration_attributes`: Review the language in the agreement pertaining to the amount that the buyer will pay for the company (the 'consideration'). Determine whether the agreement contains any attributes relating to consideration that affect the amount that the buyer has to pay, or affect how the purchase price is calculated. If the agreement contains attributes relating to consideration, generate a list of these attributes. If there is more than one attribute, separate your answers with a semicolon. Your answers must be selected from the following options only: 'Purchase Price Adjustment', 'Escrow', 'Earnout', 'Contingent Value Right'. If the agreement does not contain consideration attributes, answer 'None'.
* `deal_size_type`: Determine whether the consideration being paid for the transaction constitutes 'Enterprise Value' or 'Equity Value'.
* `deal_size`: Determine the total euro or dollar amount representing the consideration for this transaction, like '$1,250,000,000' or '€1,250,000,000'.
* `escrow_coverage`: Determine whether the agreement contains an escrow, holdback or representative expense fund. If it does, generate a list of what the escrow, holdback, or representative expense fund covers. If there are multiple answers, separate them with semicolons. You may only select from the following options: 'Purchase Price Adjustment', 'Indemnification', 'Earnout', 'Representative Adjustments'. If no escrow coverage exists, respond 'N/A'.
* `financing`: Determine whether the buyer is obtaining external financing to in connection with the transaction. If the transaction involves financing, generate a list of one or more types of the financing applicable to the transaction, separated by semicolons. You may only select from the following options: 'Equity Financing', 'Seller Financing', 'Debt Financing'. If the transaction did not involve financing, respond 'No Financing'.
* `closing_conditions`: Most agreements contain closing conditions. These are conditions that must be satisfied in order to close the transaction. Review the closing conditions in the agreement and generate a list of the applicable closing conditions, separated by semicolon. Your answers must be limited to the following options: 'Shareholder Approval', 'MAE', 'FDA Approval', 'FCC Approval', 'CFIUS Approval', 'State Regulatory Agency Approval'. For purposes of your answer, 'Material Adverse Effect' should be abbreviated as 'MAE'. If the if the agreement does not contain any closing conditions, respond with 'None'.
* `reverse_termination_fee`: Determine whether the agreement contains a 'reverse termination fee'. A reverse termination fee, which is sometimes called a breakup fee, is a fee that the buyer is required to pay if it terminates the transaction agreement. If the transaction does not contain a reverse termination fee, leave the field as an empty string. If the agreement contains a reverse termination fee, provide the dollar or euro amount of the reverse termination fee that the buyer must pay to the seller upon terminating the transaction agreement, like '$1,250,000' or '€1,250,000'.
* `reverse_termination_fee_triggers`: Determine whether the agreement contains a 'reverse termination fee'. A reverse termination fee, which is sometimes called a breakup fee, is a fee that the buyer is required to pay if it terminates the transaction agreement. If the transaction does not contain a reverse termination fee, respond 'None'. If the agreement contains a reverse termination fee, generate a list of the conditions under which the buyer must pay this fee to the seller for terminating the transaction agreement. If there are multiple conditions that trigger a reverse termination fee, list all of the conditions and separate them with semicolons. You must select from the following options: 'Adverse Recommendation', 'Breach', 'Buyer Failure to Close', 'Financing Failure', 'Go Shop', 'Regulatory Failure', 'No Vote (No Proposal)', 'No Vote (Superior Proposal)', 'End Date', 'Other'.
* `indemnification`: If the agreement contains general indemnification obligations between the parties (e.g. for breach), the answer is 'Yes'. If the agreement does not contain general indemnification obligations between the parties, the answer is 'No'. For purposes of determining the answer, ignore any indemnifications that exclusively pertain to the indemnification of officers and directors.
* `buyer_counsel`: The names of the law firm affiliated with the buyer, like 'Davis Polk & Wardwell LLP'.
* `seller_counsel`: The name of the law firm affiliated with the seller, like 'Paul Hastings LLP'.
* `signing_date`: The date that the agreement was signed, like 'YYYY/MM/DD'.
* `closing_date`: The date that the transaction is scheduled to close, like 'YYYY/MM/DD'.
</data_definitions>
I am looking for your responses in a json, about the topics in data_definitions. For each of the data definitions, use `null` if no useful information is found, otherwise provide a short summary pertaining to the Data Definition and the associated citations.
<data_extraction_response>
{
"deal_structure": {"summary":"Deal is structured as ...", "citations": ["<P102S8/>", "<P102S9/>"]},
"rollover": {"summary":"", "citations": []},
"consideration": {"summary":"", "citations": []},
"consideration_attributes": {"summary":"", "citations": "citations": ["<P122S7/>", "<P142S1/>"]},
"deal_size_type": {"summary":"", "citations": []},
"deal_size": {"summary":"", "citations": []},
"escrow_coverage": {"summary":"", "citations": []},
"financing": {"summary":"", "citations": []},
"closing_conditions": {"summary":"", "citations": []},
"reverse_termination_fee": {"summary":"", "citations": []},
"reverse_termination_fee_triggers": {"summary":"", "citations": []},
"indemnification": {"summary":"", "citations": []},
"buyer_counsel": {"summary":"", "citations": []},
"seller_counsel": {"summary":"", "citations": []},
"signing_date": {"summary":"", "citations": []},
"closing_date": {"summary":"", "citations": []}
}
</data_extraction_response>
You are provided a dataframe to extract information from, reference the paragraph by citing the nearest tag, that looks like "<P1S3/>".
Look at the dataframe for information related to the data definitions.
<dataframe>
{{.dataframe}}
</dataframe>
You must deliver your response in the JSON format that I have provided you with. Do not add any text or characters before or after the JSON output.