Sansaboo/maud huggingface dataset:
(i)                 If (A) Parent or the Company terminates this Agreement pursuant to Section 9.1(c), Section 9.1(d) or Section 9.1(g), (B) in the case of termination pursuant to Section 9.1(d), all of the conditions set forth in Section 8.1 and Section 8.3 (other than Section 8.3(c)) shall have been satisfied or waived, and (C) (x) a bona fide Acquisition Proposal (other than any Acquisition Proposal described in clause (iii)(x) of the definition of such term) shall have been made to the Company or publicly disclosed after the date of this Agreement and not withdrawn prior to the date of such termination or (y) a bona fide Acquisition Proposal described in clause (iii)(x) of the definition of such term shall have been made to the Company or shall have been publicly disclosed (and in either such event, with respect to which any director, officer or employee at the level of Senior Director or above of the Company has actual knowledge) after the date of this Agreement and not withdrawn or expressly rejected by the Company prior to the date of such termination, and (D) any Acquisition Proposal is consummated within twelve (12) months of such termination or the Company enters into a definitive agreement within twelve (12) months of such termination to effect any Acquisition Proposal, then on the date of such consummation or such entry into a definitive agreement, the Company shall pay a fee of $15,496,000 in cash (the “Termination Fee”). (Page 29)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: No
Section 8.03 Expenses; Termination Fee. <omitted> (b) Company Termination Fee. If, but only if, this Agreement is validly terminated: (i) (x) by Parent or the Company pursuant to Section 8.01(b) before obtaining the Required Company Stockholder Approval or Section 8.01(d) or by Parent pursuant to Section 8.01(e) and (y) (A) an Acquisition Proposal has been made to the Company after the date hereof and, if public, has not been withdrawn prior to the earlier of (1) the date of the Company Stockholder Meeting (including any adjournments and postponements thereof) and (2) the date of such termination, and (B) within twelve (12) months of the termination of this Agreement, the Company enters into a definitive agreement for the consummation of any Acquisition Proposal and such Acquisition Proposal is subsequently consummated (regardless of whether such consummation occurs within the twelve (12)-month period), then the Company shall pay, or cause to be paid, to Parent (or one or more of its designees), the Company Termination Fee on the date of the consummation of such transaction involving any Acquisition Proposal (provided, however, that for purposes of this Section 8.03(b)(i), the references to “fifteen percent (15%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (Page 84)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: No
SECTION 9.3. Termination Fee and Expenses. <omitted> (iii) (1) this Agreement is terminated <omitted> (3) the Company or any Company Subsidiary consummates an Acquisition Proposal within 12 months after such termination or the Company or any Company Subsidiary enters into a definitive agreement within 12 months after such termination in either case to effect an Acquisition Proposal (replacing “15%” in the definition thereof with “50%”);  (Page 86)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: No
Section 7.3 Termination Fees <omitted> (a)            If <omitted> (ii) (A) after the date and delivery of this Agreement and prior to the Company Stockholders’ Meeting, a Company Takeover Proposal (substituting 50% for the 20% threshold set forth in the definition of “Company Takeover Proposal”) (a “Qualifying Transaction”) shall have been publicly made and not withdrawn prior to the Company Stockholders’ Meeting (or any adjournment or postponement thereof), (B) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) (End Date) <omitted> and (C) at any time on or prior to the twelve-


month anniversary of such termination, the Company or any of its Subsidiaries completes or enters into a definitive agreement with respect to such Qualifying Transaction, then the Company shall pay Parent the Company Termination Fee in immediately available funds (1) in the case of clause (i), prior to or concurrently with such termination or (2) in the case of clause (ii), upon the earlier of entry or consummation of such Qualifying Transaction. (Pages 31-32)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
SECTION 8.02. Effect of Termination and Abandonment. <omitted> (b) In the event that: <omitted> (ii) <omitted> (A) this Agreement is terminated <omitted> (B) within one (1) year after such termination, the Company enters into a definitive agreement to consummate such Acquisition Proposal;
<omitted>
then, in each case, the Company shall pay Parent an aggregate fee equal to $10,325,000 (the “Termination Fee”) by wire transfer of immediately available funds (x) in the case of a payment required by Section 8.02(b)(i), on the date of termination of this Agreement, (y) in the case of a payment required by Section 8.02(b)(ii) on the date a definitive agreement is executed with respect to such Acquisition Proposal and(z) in the case of a payment required by Section 8.02(b)(iii), within two (2) Business Days of the date of termination of this Agreement, it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. Parent shall provide to the Company notice designating an account for purposes of payment of the Termination Fee within forty-eight (48) hours of a request by the Company to provide such information.  (Page 57)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
8.3 Expenses and Other Payments. <omitted> (f) If <omitted> (ii) within twelve (12) months after the date of such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to a Company Alternative Transaction or consummates a Company Alternative Transaction (with any reference in the definition of Company Alternative Transaction to “20%” deemed to be a reference to “50%”), then immediately prior to or concurrently with the occurrence of either of the events described in the foregoing clauses, the Company shall pay Parent the Company Termination Fee (less any amount previously paid by the Company pursuant to Section 8.3(h)) in cash by wire transfer of immediately available funds to an account designated by Parent.  (Page 72)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
8.2 Effect of Termination. <omitted> (b) (i) In the event that <omitted> this Agreement is terminated <omitted> (C) prior to the date that is twelve (12) months after the date of such termination, Flagstar enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal with respect to Flagstar (whether or not the same Acquisition Proposal as that referred to above), then Flagstar shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay NYCB, by wire transfer of same-day   -62-


funds, a fee equal to ninety million dollars ($90,000,000) (the “Termination Fee”);  (Pages 70-71)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: No
Section 8.02 Fees and Expenses. <omitted> (ii) If this Agreement is terminated <omitted> (B) within twelve (12) months of such termination, the Company either consummates such Takeover Proposal or enters into a definitive agreement to consummate such Takeover Proposal and the Company thereafter consummates such Takeover Proposal (whether or not within such twelve (12) month period), then the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee; provided that for the purposes of this Section 8.02(b)(ii), all references in the term Takeover Proposal to “10% or more” shall be deemed to be references to “more than 50%.”  If the Company Termination Fee is payable, the Company Termination Fee shall be paid upon the consummation of such Takeover Proposal by wire transfer of immediately available funds to an account designated by Parent in writing.  For purposes of clause (A) of this Section 8.02(b)(ii), any Takeover Proposal deemed to have been made pursuant to the Amended and Restated Stockholder Support and Contingent Sale Agreement, dated as of August 17, 2020, by and among certain of the Company’s shareholders and the other parties thereto will be considered to have been withdrawn absent subsequent action on or after the date of this Agreement by any party thereto that would constitute a Takeover Proposal.  (Page 59)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
9.5. Notice of Termination; Effect of Termination. 

<omitted> 

(c) The Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, if this Agreement is terminated: (i) by either the Company or Parent pursuant to Section 9.2(a) (Outside Date) or Section 9.2(b) (Requisite Company Vote Not Obtained) and, in each case, (A) after the date of this Agreement an Acquisition Proposal (substituting fifty percent (50%) for the twenty-five percent (25%) threshold set forth in the definition of “Acquisition Proposal”) (a “Qualifying Transaction”) shall have been made to the Company, the Company Board or the Company’s stockholders or publicly announced or publicly proposed prior to, and not withdrawn at least five (5) Business Days prior to, the Company Shareholders Meeting, and (B) within twelve (12) months after any such termination the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, then the Company shall promptly pay such Company Termination Fee to Parent, but in no event later than two (2) Business Days after, and subject to, the consummation of such Qualifying Transaction; (Page 91)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: No
Section 7.3.Expenses; Termination Fee. <omitted> (b) If: (i)(A) this Agreement is terminated by Parent or the Company <omitted> (C) within 12 months after such termination, the Company (1) consummates an Acquisition Proposal or (2) enters into a definitive agreement with respect to an


Acquisition Proposal, whether or not such Acquisition Proposal is subsequently consummated (with all references to “15%” in the definition of Acquisition Proposal being treated as “50%” for purposes of this clause (C));  (Pages 34-35)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Section 7.3          Company Termination Fee and Expense Reimbursement.   (a)               If: <omitted> (ii)              this Agreement is terminated <omitted> provided, that, in the case of this clause (ii), that (A) an Acquisition Proposal shall have been publicly announced or made publicly known (or, in the case of such a termination pursuant to Section 7.1(d), shall have been otherwise made known to the Company Board) after the date of this Agreement and shall not have been withdrawn (publicly, in the case of a termination pursuant to Section 7.1(c)) without qualification at least four Business Days prior to the Company Stockholders Meeting (in the case of a termination pursuant to Section 7.1(c)) or such termination (in the case of such a termination pursuant to Section 7.1(d)) and (B) within 12 months of the date this Agreement is so terminated, (x) the Company enters into a definitive agreement providing for an Acquisition Proposal, or (y) an Acquisition Proposal is consummated; provided, that for purposes of this Section 7.3(a)(ii), all references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%”, then, in either the case of clause (i) or clause (ii) of this Section 7.3(a), the Company shall pay to Parent (or its designee), in cash, a payment in an amount equal to the Company Termination Fee in the case of Section 7.3(a) (i), as promptly as practicable (and, in any event, within two Business Days following such termination) and (B) in the case of Section 7.3(a)(ii), at or prior to the first to occur of (x) the entry into a definitive agreement providing for an Acquisition Proposal referred to therein and (y) the consummation of an Acquisition Proposal referred to therein.   

-71 (Page 32)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
Section 7.3 Termination Fees; Expense Reimbursements.(a) Termination Fees. (i) Termination Fee. If (1)(A) Parent terminates this Agreement <omitted> (3) within twelve (12) months after the date of such termination, the Company enters into a definitive Alternative Acquisition Agreement with respect to, or consummates, any Alternative Acquisition Proposal (whether or not referred to in the foregoing clause (2)); provided that, for purposes of this Section 7.3(a)(ii), the references to “25%” in the definition of Alternative Acquisition Proposal shall be deemed to be references to “50%.” If owed under this Section 7.3(a)(ii), the Company shall pay to Parent the Tail Fee by wire transfer of immediately available funds in accordance with wiring instructions delivered in writing to the Company by Parent prior to or concurrently with the execution of such Alternative Acquisition Agreement.  (Page 33)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: No
Section 9.3 Termination Fees; Expenses. <omitted>
(b) In the event that (i) this Agreement is terminated <omitted>
(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%”.  (Page 90)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: No
Section 10.01. Termination. This Agreement may be terminated 

<omitted> 

(b) by either the Company or Parent, if: (i) the Merger has not been consummated on or before July 1, 2022 (the “End Date”); 

<omitted> 

Section 11.04. Expenses. 

<omitted> 

(b) Termination Fee. 

<omitted> 

(ii) If (A) this Agreement is terminated (x) by Parent or the Company pursuant to Section 10.01(b)(i) <omitted>(B) an Acquisition Proposal shall have been publicly announced after the date of this Agreement and not withdrawn <omitted> or (2) at least ten Business Days prior to the date of termination, with respect to any termination pursuant to Section 10.01(b)(i) <omitted> and (C) within 12 months following the date of such termination, the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “25% or more” in the definition of Acquisition Proposal shall be deemed to be a reference to “more than 50%”), then the Company shall pay to Parent in immediately available funds, concurrently with the occurrence of the applicable event described in clause (C), the Termination Fee. (Page 68)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
8.3           Expenses and Other Payments.

<omitted>

(e)               If (i) (A) Parent or the Company terminates this Agreement

<omitted>

(ii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to a Company Competing Proposal (or publicly approves or recommends to the stockholders of the Company or otherwise does not oppose, in the case of a tender or exchange offer, a Company Competing Proposal) or consummates a Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee less any amount previously paid by the Company pursuant to Section 8.3(d)(i).  (Page 85)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger
9.5.    Effect of Termination and Abandonment. <omitted> (b)    In the event that: <omitted> (i)    (A) this Agreement is terminated <omitted> (II) concurrently with or within twelve (12) months of such termination, the Company shall have consummated a Company Acquisition Proposal or entered into an Alternative Company Acquisition Agreement relating to a Company Acquisition Proposal (whether or not, in each case, such Company Acquisition Proposal is the same one as the Company Acquisition Proposal referred to in clause (B)(I)); <omitted> then the Company shall pay to Parent (or its designee(s)), by wire transfer of same-day funds, a termination fee of $35,000,000 (the “Termination Fee”) (x) in the case of Section 9.5(b)(ii), no later than two (2) Business Days after the date of such termination or (y) in the case of Section 9.5(b)(i), immediately prior to or substantially concurrent with the last to occur of the events set forth in Section 9.5(b)(i).  (Page 59)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: No
Section 7.1 Termination.  This Agreement may be terminated, and the Merger may be abandoned, at any time before the Effective Time by action of Parent or the Company (as applicable) only as follows:  <omitted>  (c) by either Parent or the Company, if the Merger shall not have been consummated by 5:00 p.m., New York time, on January 15, 2022 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any Party whose failure to comply with any provision of this Agreement has been the principal cause of or resulted in the failure of the Merger to be consummated before such date; <omitted> Section 7.2 Effect of Termination. <omitted> (b) Company Termination Fee. <omitted> (ii)          In the event that this Agreement is terminated by (A) either by the Company or Parent pursuant to Section 7.1(c) <omitted> and, in any case, prior to the date of termination the Company has received a bona fide Acquisition Proposal or a bona fide Acquisition Proposal has been publicly disclosed and not withdrawn <omitted> then the Company shall <omitted> pay to Parent <omitted> the Company Termination Fee.  (Page 86)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Section 8.3 Termination Fee; Expense Reimbursements. (a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (B) within twelve (12) months after such termination, any Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to any Company Acquisition Proposal that is subsequently consummated  (Page 88)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
Section 8.2. Effect of Termination. <omitted> 
(d) If (A) this Agreement is terminated <omitted> 
(C) within twelve months following such termination of this Agreement, either a transaction contemplated by such Acquisition Proposal is consummated or the Company enters into a definitive agreement providing for the consummation of a transaction contemplated by such Acquisition Proposal and such transaction is subsequently consummated, then the Company shall promptly (and in any event within three Business Days after such consummation) pay, or cause to be paid, to Parent the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent, which shall be promptly provided by Parent.  (Page 74)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: “Publicly disclosed” requirement applies to Acquisition Proposal + No-Vote / MTC Failure Trigger, “Publicly disclosed” requirement applies to Acquisition Proposal + Outside Date Trigger
SECTION 9.2     Effect of Termination. <omitted> (b)     In the event that: <omitted> (B) within nine (9) months after such termination, the Company or any of its subsidiaries shall have entered into a definitive agreement with respect to any Acquisition Proposal that is later consummated, or shall have consummated any Acquisition Proposal, then, in any such event, the Company shall pay to Parent the Company Termination Payment  (Page 77)

Question: Acquisition Proposal required to be publicly disclosed-Answer
Subquestion: “Publicly disclosed” requirement applies to Acquisition Proposal + Breach Trigger
Answer: No