Sansaboo/maud huggingface dataset:
3.1.3.      Subject to Section 3.1.4, each share of DCB Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Exception Shares) shall be converted into the right to receive 0.648 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Bridge Bancorp Common Stock (the “Merger Consideration”). Each share of DCB Common Stock converted into the right to receive the Merger Consideration pursuant to this Article III shall no longer be outstanding and shall automatically be canceled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of DCB Common Stock (each, an “Old Certificate” , it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of DCB Common Stock) shall thereafter represent only the right to receive (x) the Merger Consideration in accordance with, and subject to, this Section 3.1.3 and the other terms of this Article III, (y) cash in lieu of fractional shares that the shares of DCB Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 3.1.3 and Section 3.1.4, without any interest thereon, and (z) any dividends or distributions that the holder thereof has the right to receive pursuant to Section 3.3.4, in the case of each of the foregoing, without interest and subject to all applicable withholding of Tax in accordance with Section 3.3.8. Old Certificates previously representing shares of DCB Common Stock shall be exchanged for evidence of shares in book-entry form or, at Bridge Bancorp’s option, certificates (collectively, referred to herein as “New Certificates”), representing the Merger Consideration (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Old Certificates in accordance with Section 3.3.1, without any interest thereon and subject to all applicable withholding of Tax in accordance with Section 3.3.8. (Page 17)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Stock
3.1.3.     <omitted> each share of DCB Common Stock that is issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive 0.648 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Bridge Bancorp Common Stock (the “Merger Consideration”) <omitted> without any interest thereon and subject to all applicable withholding of Tax in accordance with Section 3.3.8. (Page 17)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Stock
(a)    each share of Company Stock outstanding immediately prior to the Effective Time <omitted> shall, subject to ​Section 2.05 and ​Section 2.10, be converted into the right to receive the following consideration:   (i)    each Company Share with respect to which an election to receive a combination of stock and cash (a “Mixed Election”) has been effectively made <omitted>(each, a “Mixed Consideration Electing Share”) and each Non-Electing Company Share shall be converted into the right to receive the combination (which combination shall hereinafter be referred to as the “Mixed Consideration”) of (x) $28.25 in cash (the “Per Share Cash Amount”) and (y) 0.5833 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Mixed Election Stock Exchange Ratio”);   (ii)   each Company Share with respect to which an election to receive only cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to ​Section 2.05 (each, a “Cash Electing Company Share”) shall be converted <omitted> into the right to receive in cash, without interest, an amount (rounded to two decimal places) (the “Per Share Cash Election Consideration”) equal to the sum of (i) the Per Share Cash Amount plus (ii) the product of the Mixed Election Stock Exchange Ratio multiplied by the Parent Common Stock Reference Price; <omitted> and (iii)  each Company Share with respect to which an election to receive only stock consideration (a “Stock Election”) has been effectively made and not revoked or lost pursuant to ​Section 2.05 (each, a “Stock Electing Company Share”) shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount), into a number of shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Exchange Ratio”) equal to (i) the Mixed Election Stock Exchange Ratio plus (ii) the quotient (rounded to four decimal places) of the Per Share Cash Amount divided by the Parent Common Stock Reference Price; (Pages 33-34)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: Mixed Cash/Stock: Election
(c)    Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares) shall be automatically converted into the right to receive $9.50, without interest thereon (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Certificate or Uncertificated Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(c) in accordance with the provisions of Section 2.2. (Page 7)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(i)            Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Appraisal Shares) shall be automatically cancelled and converted into the right to receive an amount in cash equal to $8.50 per share of Company Common Stock without interest thereon (the “Merger Consideration”). At the Effective Time, all of the shares of Company Common Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate formerly representing any of such shares (a “Company Stock Certificate”) and each non-certificated share represented by book entry (a “Book Entry Share”), as the case may be, shall thereafter represent only the right to receive the Merger Consideration, net of applicable withholding Taxes and without interest, to be paid upon surrender of such Company Stock Certificate or Book Entry Share in accordance with Section 2.6. (Page 10)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
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 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 (each, a “Share” and, collectively, “Shares”) of Common Stock, par value $0.0001 per share, of the Company (“Company Common Stock”), for $22.50 per Share, net to the seller in cash, without interest (the “Closing Amount”), plus one contingent value right per share (a “CVR”) which shall represent the right to receive the Milestone Payment (as such term is used in the Contingent Value Rights Agreement in the form attached hereto as Annex IV (the “CVR Agreement”) to be entered into between Parent and a trustee mutually agreeable to Parent and the Company (the “Trustee”), if any, at the time provided for in the CVR Agreement, net to the seller in cash, without interest (the Closing Amount plus one CVR, collectively, or any higher amount per share paid pursuant to the Offer, the “Offer Price”);
<omitted>
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), Company Restricted Stock and any Dissenting Shares) will be converted into the right to receive the Offer Price, without interest (the “Merger Consideration”), less any applicable tax withholding. As of the Effective Time, all such Shares shall no longer be outstanding and shall cease to exist, and each holder of any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 3.4, without interest; (Page 12)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
WHEREAS, <omitted> Purchaser has agreed <omitted> to purchase any (subject to the Minimum Tender Condition) and all of the issued and outstanding shares (each, a “Share” and, collectively, “Shares”) of Common Stock, par value $0.0001 per share, of the Company (“Company Common Stock”), for $22.50 per Share, net to the seller in cash, without interest (the “Closing Amount”), plus one contingent value right per share (a “CVR”) which shall represent the right to receive the Milestone Payment (as such term is used in the Contingent Value Rights Agreement in the form attached hereto as Annex IV (the “CVR Agreement”) to be entered into between Parent and a trustee mutually agreeable to Parent and the Company (the “Trustee”), if any, at the time provided for in the CVR Agreement, net to the seller in cash, without interest (the Closing Amount plus one CVR, collectively, or any higher amount per share paid pursuant to the Offer, the “Offer Price”);
<omitted> 
(a) each Share issued and outstanding immediately prior to the Effective Time <omitted> will be converted into the right to receive the Offer Price, without interest (the “Merger Consideration”), less any applicable tax withholding. (Page 12)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
WHEREAS, Parent  has  agreed  to  cause  Merger  Sub  to  commence  a  tender  offer  (as  it may  be  amended  from  time  to  time  permitted  under  thisAgreement, the “Offer”), to acquire each share of Common Stock (each such share, a “Share”) issued and outstanding immediately prior to the Effective Time <omitted> for $41.50 per share, net to the holder of such Share in cash, without interest (as such amount may be amended or adjusted in accordance with the terms of this Agreement, the “Offer Price”), upon the terms and conditions of this Agreement; <omitted> (iii)     except as provided in clauses (i) and (ii) above and subject to Section 3.1(b), each Share outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as defined below), which shall have only those rights set forth in Section 3.4, and other than any Cancelled Shares) shall be converted into the right to receive the Offer Price (the “Per Share Merger Consideration”), in each case without any interest thereon, subject to any withholding of Taxes in accordance with Section 3.3(e); and (Page 16)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
WHEREAS, Parent  has  agreed  to  cause  Merger  Sub  to  commence  a  tender  offer  (as  it may  be  amended  from  time  to  time  permitted  under  thisAgreement, the “Offer”), to acquire each share of Common Stock (each such share, a “Share”) issued and outstanding immediately prior to the Effective Time <omitted> for $41.50 per share, net to the holder of such Share in cash, without interest (as such amount may be amended or adjusted in accordance with the terms of this Agreement, the “Offer Price”), upon the terms and conditions of this Agreement; <omitted> each Share outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive the Offer Price (the “Per Share Merger Consideration”), (Page 16)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
Section 3.1. Organization and Qualification; Subsidiaries. <omitted>
Section 3.3. Capitalization. <omitted>
Section 3.4. Authority. <omitted> The execution and delivery of this Agreement and the consummation by the Company of the Merger have been duly authorized by theBoard of Directors, and this Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at Law) (the “Bankruptcy and Equity Exception”). <omitted>
Section 3.22. Brokers. <omitted>

Section 7.2. Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be further subject to the satisfaction (or waiver by Parent) at or prior to the Effective Time of the following conditions: 

(a) Representations and Warranties. Each of (i) the representations and warranties of the Company set forth in Section 3.1, Section 3.3(a), Section 3.3(b), Section 3.3(c), Section 3.3(d), Section 3.4 and Section 3.22 (except, subject to the terms of Section 6.1, in the event that the Company or any of its Subsidiaries or the Board of Directors (or a duly authorized committee thereof) engages another financial advisor in connection with the evaluation of an Acquisition Proposal) shall be true and correct in all material respects as of the Closing Date as if made at such date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct in all material respects as of such specified date), which in the case of (x) Section 3.3(a), shall mean only inaccuracies that are de minimis and (y) Section 3.3(d), shall mean only inaccuracies that would not increase the aggregate consideration payable pursuant to this Agreement by more than a de minimis amount; and (ii) the other representations and warranties of the Company set forth in Article III shall be true and correct as of the Closing Date as if made at such date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date) interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the term “Material Adverse Effect,” except where the failure of such representations and warranties to be true and correct, in the aggregate, would not constitute or would not reasonably be expected to have a Material Adverse Effect; (Page 75)

Question: Accuracy of Target "General" R&W: Bringdown Timing Answer
Subquestion: <NONE>
Answer: At Closing Only
Section 4.3 Authority; No Violations; Approvals. (a) <omitted> This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent, Buyer and Parent Manager, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, 
 <omitted> 
The Company Board, at a meeting duly called and held, (A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company, (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable <omitted> 

Section 8.2 Additional Conditions to Obligations of Parent, Buyer and Parent Manager. The obligations of Parent, Buyer and Parent Manager to consummate the Merger are subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived exclusively by Parent, Buyer and Parent Manager, in whole or in part, to the extent permitted by applicable Law: 

(a) Representations and Warranties of the Company. (i) The representations and warranties of the Company set forth in Section 4.3(a) (Authority), Section 4.6(a) (Absence of Certain Changes and Events) and Section 4.19 (Brokers) shall be true and correct in all respects as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date), (ii) the representations and warranties of the Company set forth in Section 4.2(a) (Capital Structure) shall be true and correct in all but de minimis respects as of the specific date set forth therein, (iii) representations and warranties of the Company set forth in Section 4.1(a) (Organization; Standing and Power), Section 4.1(b) (Subsidiaries), Section 4.1(c) (Other Interests) and Section 4.20 (State Takeover Statute) shall be true and correct in all material respects as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date), and (iv) all other representations and warranties of the Company set forth in Article IV shall be true and correct as of the date hereof and as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (Pages 75-76)

Question: Accuracy of Target "General" R&W: Bringdown Timing Answer
Subquestion: <NONE>
Answer: At Signing & At Closing
Conditions to the Offer <omitted>

Notwithstanding any other term of the Offer or this Agreement to the contrary, 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-l(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered Shares, and (subject to the provisions of this Agreement) may terminate the Offer and not accept for payment any tendered Shares: (i) if this Agreement has been terminated in accordance with Article VII; or (ii) at any scheduled Expiration Date (as it may have been extended pursuant to Section 1.1(d) of this Agreement), if (x) the condition in clause (a) below has not been satisfied by one minute after 11:59 p.m., New York City time, on the Expiration Date or (y) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent: <omitted>

(c) (i) other than the representations and warranties listed in Sections (c)(ii) and (c)(iii) in this Annex I, each of the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct (interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the term “Company Material Adverse Effect”) as of the Offer Acceptance Time as if made at and as of the Offer Acceptance Time (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date), except where the failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a Company Material Adverse Effect; (Page 41)

Question: Accuracy of Target "General" R&W: Bringdown Timing Answer
Subquestion: <NONE>
Answer: At Closing Only
Conditions to the Offer <omitted>

(c) (i) other than the representations and warranties listed in Sections (c)(ii) and (c)(iii) in this Annex I, each of the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct <omitted> as of the Offer Acceptance Time as if made at and as of the Offer Acceptance Time (Page 41)

Question: Accuracy of Target "General" R&W: Bringdown Timing Answer
Subquestion: <NONE>
Answer: At Closing Only
7 . 2      Conditions to Obligations of BancorpSouth.   The obligation of BancorpSouth to effect the Merger is also subject to the satisfaction, or waiver by BancorpSouth, at or prior to the Effective Time, of the following conditions: -69-
(a) Representations and Warranties.
<omitted>
All other representations and warranties of Cadence set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Cadence or the Surviving Entity. BancorpSouth shall have received a certificate dated as of the Closing Date and signed on behalf of Cadence by the Chief Executive Officer or the Chief Financial Officer of Cadence to the foregoing effect. (Page 79)

Question: Accuracy of Target "General" R&W: Bringdown Timing Answer
Subquestion: <NONE>
Answer: At Signing & At Closing
7 . 2      Conditions to Obligations of BancorpSouth. <omitted>
(a) Representations and Warranties.
<omitted>
All other representations and warranties of Cadence set forth in this Agreement <omitted> shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Page 79)

Question: Accuracy of Target "General" R&W: Bringdown Timing Answer
Subquestion: <NONE>
Answer: At Signing & At Closing