Sansaboo/maud huggingface dataset:
(a)    At the Effective Time, by virtue of the Merger and without any action on the part of Nicolet, the Company, or the holder of any shares of Company Common Stock, each share of Company Common <omitted> Stock issued and outstanding immediately prior to the Effective Time, will be converted, subject to the fractional share procedures in Section 2.4 and the dissenters rights provisions in Section 2.5, into the right to receive: (i)    0.22 fully paid and nonassessable shares (the “Exchange Ratio”) of Nicolet Common Stock (the “Per Share Stock Consideration”), and (ii)    $4.64 in cash, without interest (the “Per Share Cash Consideration”). (Pages 13-14)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: Mixed Cash/Stock
(a)    At the Effective Time, <omitted> each share of Company Common 
<omitted> Stock issued and outstanding immediately prior to the Effective Time, will be converted <omitted> into the right to receive: (i)    0.22 fully paid and nonassessable shares <omitted> of Nicolet Common Stock <omitted> and (ii)    $4.64 in cash, without interest (Pages 13-14)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: Mixed Cash/Stock
(ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (except for shares of Company Common Stock to be canceled under Section 2.1(a)(i), Appraisal Shares, Company RSAs and Company Director RSAs) (each, a “Converted Share”) shall be automatically canceled and shall cease to exist and shall be converted into the right to receive $95.00 in cash, without interest (the “Merger Consideration”) (Page 4)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(a) Merger Consideration. Each share of common stock, par value $0.01 per share, of the Company (each, a “Share”) issued and outstanding immediately prior to the Effective Time (including any Restricted Shares that fully vest pursuant to Section 2.02(a)), other than (i) the Cancelled Shares, which shall be treated in accordance with Section 2.01(b), and (ii) the Dissenting Shares, which shall be treated in accordance with Section 2.05, shall be converted into the right to receive $23.50 per Share in cash (minus the Final Adjustment Amount, if any), without interest thereon (the “Merger Consideration”). (Page 7)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(a) Merger Consideration. Each share of common stock, <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive $23.50 per Share in cash (minus the Final Adjustment Amount, if any), without interest thereon (the “Merger Consideration”). (Page 7)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(b)    except as provided in Section 1.5(a), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, without interest, a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio (the per share consideration payable in accordance with this Section 1.5(b), the “Merger Consideration”); <omitted> Exchange Ratio. “Exchange Ratio” shall mean 0.6300. (Page 8)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Stock
each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, without interest, a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio ( <omitted> the “Merger Consideration”); <omitted> Exchange Ratio. “Exchange Ratio” shall mean 0.6300. (Page 8)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Stock
WHEREAS, the Company, Parent and Merger Sub desire to effect the acquisition of the Company by Parent through the merger of Merger Sub with and into the Company, with the Company surviving the merger as the surviving corporation (the “Merger”), in accordance with the Iowa Business Corporation Act (the “IBCA”), each share of Common Stock, par value $1.00 per share, of the Company (“Common Stock”) and Class B Common Stock, par value $1.00 per share, of the Company (“Class B Stock”, and together with the Common Stock, the “Company Stock”) shall be converted into the right to receive $14.51 in cash (such amount, the “Merger Consideration”) upon the terms and subject to the conditions set forth herein; <omitted> 
Section 2.6 Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, by Parent, any direct or indirect wholly-owned Subsidiary of Parent (including Merger Sub), the Company or any of its wholly-owned Subsidiaries (including shares held as treasury stock or otherwise) immediately prior to the Effective Time shall be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than shares (i) to be canceled in accordance with Section 2.6(a), and (ii) subject to the provisions of Section 2.8) shall at the Effective Time automatically be converted into the right to receive the Merger Consideration, subject to the provisions of this Article II. (Page 22)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
each share of Common Stock, par value $1.00 per share, of the Company (“Common Stock”) and Class B Common Stock, par value $1.00 per share, of the Company (“Class B Stock”, and together with the Common Stock, the “Company Stock”) shall be converted into the right to receive $14.51 in cash (such amount, the “Merger Consideration” <omitted> 
Section 2.6 Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger <omitted> : <omitted> (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time <omitted> shall at the Effective Time automatically be converted into the right to receive the Merger Consideration (Page 22)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
SECTION 2.1 Effect on Capital Stock. <omitted> (b) Conversion of Company Common Stock. Subject to Section 2.2: (i) Each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be automatically, and without any election on the part of the holder of Company Class A Common Stock, converted into the right to receive a number of fully paid and non-assessable shares of Parent Class A Common Stock such that each holder of record of shares of Company Class A Common Stock immediately prior to the Effective Time shall have the right to receive, in the aggregate, a number of shares of Parent Class A Common Stock equal to the product of (x) the total number of shares of Company Class A Common Stock held of record by such holder immediately prior to the Effective Time, multiplied by (y) the Class A Exchange Ratio, with such product rounded up to the next whole share of Parent Class A Common Stock (the “Class A Merger Consideration”) <omitted> (ii) Each share of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be automatically, and without any election on the part of the holder of Company Class B Common Stock, converted into the right to receive a number of fully paid and non-assessable shares of Parent Class B Common Stock such that each holder of record of shares of Company Class B Common Stock immediately prior to the Effective Time shall have the right to receive, in the aggregate, a number of shares of Parent Class B Common Stock equal to the product of (x) the total number of shares of Company Class B Common Stock held of record by such holder immediately prior to the Effective Time, multiplied by (y) the Class B Exchange Ratio, with such product rounded up to the next whole share of Parent Common Stock (the “Class B Merger Consideration”) <omitted> “Class A Exchange Ratio” means 0.172. “Class B Exchange Ratio” means 0.172. (Page 9)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Stock
(i) Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall automatically be converted at the Effective Time into the right to receive $58.50 in cash, without interest (the “Merger Consideration”), and all of such Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non- certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to ​Section 2.05. (Page 3)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(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. (Page 7)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(a) Capital Stock. <omitted> (i) each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding as of immediately prior to the Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and thereupon each certificate representing ownership of such shares of common stock of Merger Sub will thereafter represent ownership of shares of common stock of the Surviving Corporation; (Page 27)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Stock
(a) Common Stock Merger Consideration. Each share of Common Stock (“Common Shares”) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Converted Shares and Dissenting Shares (collectively, “Excluded Shares”)) shall at the Effective Time automatically be cancelled and converted into the right to receive $11.50 per Share in cash (the “Common Stock Merger Consideration”), without interest and subject to applicable withholding taxes pursuant to Section 2.7(g), whereupon such Common Shares will cease to exist and no longer be outstanding, and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration, without interest, upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.7. (b) Preferred Stock Merger Consideration. Each share of Company Preferred Stock (“Preferred Shares”, collectively with the Common Shares, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall at the Effective Time automatically be cancelled and converted into the right to receive an amount equal to the sum of (1) the product of (x) the Common Stock Merger Consideration multiplied by (y) 1.66611, plus (2) an amount equal to (x) the number of Preferred Shares issuable in respect of any accrued and unpaid dividends thereon as of the Effective Time, multiplied by (y) the Common Stock Merger Consideration multiplied by (z) 1.66611, in cash (the “Preferred Stock Merger Consideration”, collectively with the Common Stock Merger Consideration, the “Merger Consideration”), without interest and subject to applicable withholding taxes pursuant to Section 2.7(g), whereupon such Preferred Shares will cease to exist and no longer be outstanding, and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration, without interest, upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.7. (Page 11)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(a) Common Stock Merger Consideration. Each share of Common Stock <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall at the Effective Time automatically be cancelled and converted into the right to receive $11.50 per Share in cash (the “Common Stock Merger Consideration”), without interest and subject to applicable withholding taxes pursuant to Section 2.7(g), <omitted> (b) Preferred Stock Merger Consideration. Each share of Company Preferred Stock <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall at the Effective Time automatically be cancelled and converted into the right to receive an amount equal to the sum of (1) the product of (x) the Common Stock Merger Consideration multiplied by (y) 1.66611, plus (2) an amount equal to (x) the number of Preferred Shares issuable in respect of any accrued and unpaid dividends thereon as of the Effective Time, multiplied by (y) the Common Stock Merger Consideration multiplied by (z) 1.66611, in cash (the “Preferred Stock Merger Consideration”, collectively with the Common Stock Merger Consideration, the “Merger Consideration”), without interest and subject to applicable withholding taxes pursuant to Section 2.7(g), (Page 11)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(a) Outstanding Company Common Stock. Each share of Company Common Stock and Company Non-Voting Common Stock (each, a “Share” and, collectively, “Shares”), excluding Excluded Shares, issued and outstanding immediately prior to the Effective Time, shall become and be converted into the right to receive 0.50 of a share (the “Exchange Ratio”) of Parent Common Stock (the “Merger Consideration”), without interest thereon. At the Effective Time, all Shares (other than Excluded Shares) shall no longer be outstanding and shall <omitted> automatically be cancelled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any Shares (a “Certificate”) and each holder of a Share not represented by a Certificate (a “Book-Entry Share”), other than any Excluded Shares, shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration plus any dividends or distributions to which the holder thereof has the right to receive pursuant to Section 3.03(c) as well as any cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.03(d). (Pages 16-17)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Stock
(a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares to be cancelled pursuant to Section 4.2(b) and (ii) any Appraisal Shares (each share described in clauses (i) and (ii), an “Excluded Share” and collectively, the “Excluded Shares”)) shall be cancelled and shall be converted automatically 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 shares of Company Common Stock (other than the Excluded Shares) shall no longer be outstanding and shall automatically be cancelled and   20


shall cease to exist, and each holder of either a certificate representing any such shares of Company Common Stock (each, a “Certificate”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive, as the case may be, (1) the Merger Consideration payable with respect to such shares of Company Common Stock upon surrender of such Certificate or Book-Entry Shares in accordance with Section 4.3, without interest or (2) the payment referred to in Section 4.9, in the case of each Appraisal Share. (Pages 24-25)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(ii)         Conversion of Capital Stock of the Company.  Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in Section 3.1(a)(iii)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted automatically at the Effective Time into the right to receive from Parent $29.35 in cash (the “Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h).  All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and extinguished and cease to exist.  Each holder of any such share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable. (Page 24)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(ii)         Conversion of Capital Stock of the Company. <omitted> each share of common stock <omitted> of the Company <omitted>  issued and outstanding immediately prior to the Effective Time <omitted> shall be converted automatically at the Effective Time into the right to receive from Parent $29.35 in cash (the “Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). (Page 24)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
C. In furtherance thereof and pursuant to this Agreement, Merger Sub I has agreed to commence a cash tender offer (as it may be amended from time to time as permitted under this Agreement, the “Offer”) to purchase (i) all of the outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Company Common Stock”), at a price per share of $22.50, net to the seller in cash, without interest (the “Class A Offer Price”); (ii) all of the outstanding shares of the Company’s Class B Common Stock, par value $0.0001per share (the “Company Class B Stock”), at a price per share of $0.0001, net to the seller in cash, without interest (the “Class B Offer Price”); and (iii) all of the outstanding shares of the Company’s Class C Common Stock, par value $0.0001 per share (the “Company Class C Stock”), at a price per share of $0.0001, net to the seller in cash, without interest; (the “Class C Offer Price” and together with the Class A Offer Price and Class B Offer Price, the “Offer Prices”), on the terms and subject to the conditions set forth in this Agreement. <omitted> 
2.1 The Offer. (a) Commencement of the Offer. Merger Sub I shall, and Parent I shall cause Merger Sub I to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than three (3) Business Days from the date of this Agreement). The Class A Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Common Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. The Class B Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Class B Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. The Class C Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Class C Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. (Page 24)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
C. <omitted> Merger Sub I has agreed <omitted> to purchase (i) all of the outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Company Common Stock”), at a price per share of $22.50, net to the seller in cash, without interest (the “Class A Offer Price”); (ii) all of the outstanding shares of the Company’s Class B Common Stock, par value $0.0001per share (the “Company Class B Stock”), at a price per share of $0.0001, net to the seller in cash, without interest (the “Class B Offer Price”); and (iii) all of the outstanding shares of the Company’s Class C Common Stock, par value $0.0001 per share (the “Company Class C Stock”), at a price per share of $0.0001, net to the seller in cash, without interest; (the “Class C Offer Price” and together with the Class A Offer Price and Class B Offer Price, the “Offer Prices”) <omitted> 
(a) Commencement of the Offer. <omitted> The Class A Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Common Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. The Class B Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Class B Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. The Class C Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Class C Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. (Page 24)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash
(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”). (Page 12)

Question: Type of Consideration-Answer
Subquestion: <NONE>
Answer: All Cash