Sansaboo/maud huggingface dataset:
6. 4          Shareholders’ Approvals. Each of BancorpSouth and Cadence shall call, give notice of, convene and hold a meeting of its shareholders (the “BancorpSouth Meeting” and the “Cadence Meeting,” respectively) as soon as reasonably practicable after the Joint Proxy Statement is filed by Bancorp South with the FDIC and Joint Proxy Statement is filed by Cadence with the SEC, for the purpose of obtaining (a) the Requisite BancorpSouth Vote and the Requisite Cadence Vote, respectively, required in connection with this Agreement and the Merger, and

<omitted>

8. 1     Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Cadence Vote or the Requisite BancorpSouth Vote: <omitted>
(f) by BancorpSouth, if (i) Cadence or the Board of Directors of Cadence shall have made a Recommendation Change, or (ii) Cadence or the Board of Directors of Cadence shall have breached its obligations under Section 6.4 or 6.14 in any material respect.

<omitted> 
8.2       Effect of Termination. <omitted> 
(ii)        I n the event that this Agreement is terminated by BancorpSouth pursuant to Section 8.1(f), then Cadence shall pay BancorpSouth, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination. (Page 82)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
6. 4          Shareholders’ Approvals. <omitted> Cadence shall <omitted> hold a meeting of its shareholders <omitted> for the purpose of obtaining (a) <omitted> the Requisite Cadence Vote

<omitted>

8. 1     Termination. This Agreement may be terminated <omitted> : <omitted>
(f) by BancorpSouth, if <omitted> (ii) Cadence or the Board of Directors of Cadence shall have breached its obligations under Section 6.4 <omitted> in any material respect.

<omitted> 
8.2       Effect of Termination. <omited> 
(ii)        I n the event that this Agreement is terminated by BancorpSouth pursuant to Section 8.1(f), then Cadence shall pay BancorpSouth <omitted> the Termination Fee (Page 82)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 5.4 Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Special Meeting. <omitted> 

Section 8.1 Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval, if applicable) as follows: <omitted> 
(d) by Parent, prior to the receipt of the Company Stockholder Approval, if <omitted> (iii) the Company has committed a material breach of Section 5.3 or Section 5.4 (and such breach is not curable, or if curable, has not been cured within ten business days after the receipt of notice thereof by the Company from Parent); <omitted>

Section 8.2 Effect of Termination. <omitted> (b) Termination Fees. <omitted> (ii)        If Parent terminates this Agreement pursuant to Section 8.1(d), within three (3) business days after such termination, the


Company shall pay or cause to be paid to Parent the Company Termination Fee. (Pages 36-37)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 5.4 Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Special Meeting. <omitted> 

Section 8.1 Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval, if applicable) as follows: <omitted> 
(d) by Parent, prior to the receipt of the Company Stockholder Approval, if <omitted> (iii) the Company has committed a material breach of Section 5.3 or Section 5.4 (and such breach is not curable, or if curable, has not been cured within ten business days after the receipt of notice thereof by the Company from Parent); <omitted>

Section 8.2 Effect of Termination. <omitted> (b) Termination Fees. <omitted>
(ii)        If Parent terminates this Agreement pursuant to Section 8.1(d), within three (3) business days after such termination, the


Company shall pay or cause to be paid to Parent the Company Termination Fee. (Pages 36-37)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
6.3 Company Shareholder Approval. 
<omitted> 
8.1 Termination. This Agreement may be terminated <omitted> (f) by Buyer, <omitted> if Company or the Board of Directors of Company <omitted> (v) materially breaches its obligations under Section 6.3
<omitted> 
8.2 Effect of Termination. <omitted> (b) <omitted> (ii) In the event that this Agreement is terminated by Buyer pursuant to Section 8.1(f), then Company shall pay Buyer, by wire transfer of same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (and in any event, within three (3) business days thereafter). (Page 65)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
6.3 Company Shareholder Approval. 
<omitted> 
8.1 Termination. This Agreement may be terminated <omitted> (f) by Buyer, <omitted> if Company or the Board of Directors of Company <omitted> (v) materially breaches its obligations under Section 6.3
<omitted> 
8.2 Effect of Termination. <omitted> (b) <omitted> (ii) In the event that this Agreement is terminated by Buyer pursuant to Section 8.1(f), then Company shall pay Buyer <omitted> the Termination Fee (Page 65)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
6.3 Stockholders' Approvals.
 <omitted>
 
 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:
 <omitted>
 
 (i) by the BancShares Parties, prior to the time the Requisite CIT Vote is obtained, if (i) CIT or the Board of Directors of CIT shall have made a Recommendation Change or (ii) CIT or the Board of Directors of CIT shall have breached its obligations under Section 6.3 or 6.12 in any material respect.
 <omitted>
 
 8.2 Effect of Termination.
 <omitted>
 
 (b) <omitted> (ii) In the event that this Agreement is terminated by CIT pursuant to Section 8.1(f) or by the BancShares Parties pursuant to Section 8.1(i), then CIT shall pay BancShares, by wire transfer of same- day funds, the Termination Fee within two (2) business days of the date of termination. (Page 69)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
6.3 Stockholders' Approvals.
 <omitted>
 
 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:
 <omitted>
 
 (i) by the BancShares Parties, prior to the time the Requisite CIT Vote is obtained, if (i) CIT or the Board of Directors of CIT shall have made a Recommendation Change or (ii) CIT or the Board of Directors of CIT shall have breached its obligations under Section 6.3 <omitted> in any material respect.
 <omitted>
 
 8.2 Effect of Termination.
 <omitted>
 
 (b) <omitted> (ii) In the event that this Agreement is terminated by CIT pursuant to Section 8.1(f) or by the BancShares Parties pursuant to Section 8.1(i), then CIT shall pay BancShares, by wire transfer of same- day funds, the Termination Fee within two (2) business days of the date of termination. (Page 69)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
8.2. Shareholder Approvals.   Each of Bridge Bancorp and DCB shall call a meeting of its shareholders (the “Bridge Bancorp Meeting” and the “DCB Meeting,” respectively) to be held as soon as reasonably practicable after the Merger Registration Statement is declared effective, for the purpose of obtaining (a) the Requisite DCB Vote and the Requisite Bridge Bancorp Vote required in connection with this Agreement and the Merger, <omitted> 11.1. Termination.   This Agreement may be terminated at any time prior to the Closing Date, whether before or after approval of the Merger by the shareholders of DCB: <omitted> 11.1.5.  By Bridge Bancorp, if (i) DCB or the Board of Directors of DCB shall have made a Recommendation Change, or (ii) DCB or the Board of Directors of DCB shall have breached its obligations under Section 8.2 or 7.5 in any material respect; <omitted> 11.2. Effect of Termination. <omitted> (ii) In the event that this Agreement is terminated by Bridge Bancorp pursuant to Section 11.1.5, then DCB shall pay Bridge Bancorp, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination. (Page 84)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
8.2. Shareholder Approvals. <omitted> DCB shall call a meeting of its shareholders <omitted> for the purpose of obtaining (a) the Requisite DCB Vote <omitted> 11.1. Termination.   This Agreement may be terminated <omitted> 11.1.5.  By Bridge Bancorp, if <omitted> (ii) DCB or the Board of Directors of DCB shall have breached its obligations under Section 8.2 <omitted> in any material respect; <omitted> 11.2. Effect of Termination. <omitted> (ii) In the event that this Agreement is terminated by Bridge Bancorp pursuant to Section 11.1.5, then DCB shall pay Bridge Bancorp <omitted> the Termination Fee (Page 84)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 6.04. Company Stockholder Approval. <omitted> Section 10.01. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval): <omitted> (c) by Parent, if: <omitted> (iv) the Company shall have willfully breached any of its obligations under ​Section 6.03 or ​Section 6.04 in any material respect other than in the case where (w) such breach is a result of an isolated action by a Representative of the Company (other than a director or officer of the Company), (x) such breach was not caused by, or within the knowledge of, the Company, (y) the Company takes appropriate actions to remedy such breach promptly upon discovery thereof, and (z) Parent is not harmed as a result thereof; provided that in no event shall Parent be entitled to terminate this Agreement pursuant to this ​Section 10.01(c)(iv) following the receipt of the Company Stockholder Approval; <omitted>  Section 10.03.  Termination Fees. (a) If this Agreement is terminated:   (i)    by Parent pursuant to ​Section 10.01(c)(i) or ​Section 10.01(c)(iv) or by the Company or Parent pursuant to any other provision of ​Section 10.01 at a time when this Agreement was terminable by Parent pursuant to ​Section 10.01(c)(i) or ​Section 10.01(c)(iv);  <omitted> then, in each case, the Company shall pay to Parent (or a Person designated by Parent), in cash at the time specified in the following sentence, a fee in the amount of $206,000,000 (the “Company Termination Fee”). (Page 119)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 6.04. Company Stockholder Approval. <omitted> Section 10.01. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval): <omitted> (c) by Parent, if: <omitted> (iv) the Company shall have willfully breached any of its obligations under <omitted> ​Section 6.04 in any material respect <omitted>  Section 10.03.  Termination Fees. (a) If this Agreement is terminated:   (i)    by Parent pursuant to ​<omitted> 10.01(c)(iv) <omitted> then, in each case, the Company shall pay to Parent <omitted> a fee in the amount of $206,000,000 (the “Company Termination Fee”). (Page 119)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
4.5    Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> 6.3    Termination Fees. <omitted> (c)    If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(f) or by Parent pursuant to Section 6.1(h) (ii) as a result of a material breach of the covenants or agreements set forth in Section 4.2 or Section 4.5 <omitted> the Company shall cause to be paid to Parent the Termination Fee. (Page 69)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
4.5    Meeting of the Company’s Stockholders; <omitted> 6.3    Termination Fees. <omitted> (c)    If this Agreement is terminated <omitted> by Parent pursuant to Section 6.1(h) (ii) as a result of a material breach of the covenants or agreements set forth in <omitted> Section 4.5 <omitted> the Company shall cause to be paid to Parent the Termination Fee. (Page 69)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
6.3 TCF Shareholder Approval.
<omitted>

8.1 Termination. This Agreement may be terminated
<omitted>
(e)    by Huntington, prior to such time as the Requisite TCF Vote is obtained, if TCF or the Board of Directors of TCF <omitted> (v) materially breaches its obligations under Section 6.3 or Section 6.13; or
<omitted>

8.2 Effect of Termination.
<omitted>
(ii)    In the event that this Agreement is terminated by Huntington pursuant to Section 8.1(e), then TCF shall pay Huntington, by wire transfer of same day funds, the Termination Fee (Page 78)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
6.3 TCF Shareholder Approval.
<omitted>

8.1 Termination. This Agreement may be terminated
<omitted>
(e)    by Huntington, prior to such time as the Requisite TCF Vote is obtained, if TCF or the Board of Directors of TCF <omitted> (v) materially breaches its obligations under Section 6.3
<omitted>

8.2 Effect of Termination.
<omitted>
(ii)    In the event that this Agreement is terminated by Huntington pursuant to Section 8.1(e), then TCF shall pay Huntington, by wire transfer of same day funds, the Termination Fee as promptly as reasonably practicable after the date of termination (and in any event, within three (3) business days thereafter). (Page 78)

Question: Breach of Meeting Covenant required to be willful, material and/or intentional
Subquestion: <NONE>
Answer: Yes
Section 6.1. Interim Operations of the Company. During the period from the date of this Agreement through the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”), except (u) for any actions required to comply with any COVID-19 Measure, (v) as may be required by Law, (w) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed), (x) as required or specifically contemplated by this Agreement, (y) as set forth in Section 6.1 of the Company Disclosure Letter or (z) with respect to actions or omissions taken by or at the direction of any member of the Purchaser Group (including in such Person’s capacity as a director, officer or employee of any of the Acquired Companies), the Company shall, subject to the restrictions and exceptions set forth in Section 6.1 or elsewhere in this Agreement, ensure that the business and operations of the Acquired Companies are conducted in the ordinary course of business in accordance with past practices and in compliance with all then- applicable Law.  (Page 48)

Question: Buyer consent requirement (ordinary course)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
6.1 Conduct of Business by the Paired Entities.  Except as (A) may be required by Law, (B) any COVID-19 Response after written notice to and,  to  the  extent  practicable  under  the circumstances,  consultation  with,  Parent,  (C)  set  forth  in Section  6.1  of  the  Paired  Entities  Disclosure  Schedule,  (D) consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (E) otherwise specifically contemplated or required under this Agreement (or as permitted under the exceptions set forth in Sections 6.1(a) through (t) below), during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement, (x) each of the Paired Entities shall use commercially reasonable efforts to, and shall cause each of the Paired Entities Subsidiaries to use commercially reasonable efforts to, (i) carry on their respective businesses in the ordinary course of business consistent with the Operating Budget and the Capital Expenditure Budget and past practice,  (Page 46)

Question: Buyer consent requirement (ordinary course)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
5.1           Conduct of Business of Boston Private Prior to the 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 Boston Private Disclosure Schedule), required by law (including the Pandemic Measures) or as consented to in writing by SVB Financial (such consent not to be unreasonably withheld, conditioned or delayed), (i) Boston Private shall, and shall cause its Subsidiaries to, (a) conduct its business only in the ordinary course of business consistent with past practice  (Page 56)

Question: Buyer consent requirement (ordinary course)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 5.1 Conduct of Business of the Company. 

(a)     The Company covenants and agrees that, during the period from the date hereof until the Effective Time, except (i) as contemplated or permitted by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Letter, (iii) as required by applicable Law (including COVID-19 Measures and similar Laws) or (iv) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve intact its businesses;  (Page 38)

Question: Buyer consent requirement (ordinary course)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 6.01 Conduct of Business of the Company. (a)  During the period from the date of this Agreement until the earlier of the termination of the Agreement in accordance with Article X and the Effective Time (such period of time, the “Interim Period”), the Company shall, and shall cause each of its Subsidiaries, except (i) as expressly permitted or required by this Agreement, (ii) as required by applicable Law, (iii) in connection with a Company COVID Action or (iv) with the prior written consent of Parent and US Holdco (which consent shall not be unreasonably withheld, conditioned, or delayed), to use reasonable best efforts to operate in the ordinary course of business.  Notwithstanding the foregoing, the Company and its Subsidiaries shall be permitted to take, and nothing in this Agreement shall prohibit the Company or its Subsidiaries from taking, any Company COVID Action.  (Page 73)

Question: Buyer consent requirement (ordinary course)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
“Ordinary Course of Business” means, in reference to any action taken by the Company, including indirectly through any of the Subsidiaries, that such action (or inaction) (i) is consistent with the Company’s past practices and (ii) is taken (or refrained from being taken) in the ordinary course of the Company’s business. <omitted> 

4.1. Conduct of Business of the Company and the Subsidiaries. During the period from the Original Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (the “Pre-Closing Period”) except (w) to the extent expressly provided otherwise in this Agreement, (x) consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), including any written (including e-mail) consent provided in connection with the Original Agreement during the period from the Original Agreement Date to the Agreement Date, (y) as set forth in Schedule 4.1 to the Company Disclosure Letter (denoting the relevant subsection below); provided that the Company will deliver a supplement to Schedule 4.1 of the Company Disclosure Letter concurrently with the execution of this Agreement, or (z) as necessary to comply with Applicable Legal Requirements or Material Contracts in effect on the Original Agreement Date or the Agreement Date and made available to Parent or entered with Parent’s prior written consent, the Company shall, and shall cause each Subsidiary to, use commercially reasonable efforts to: 

(a) conduct the Business in the Ordinary Course of Business; (Page 54)

Question: Buyer consent requirement (ordinary course)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
References to “ordinary course of business” mean the ordinary course of business, consistent with past practice <omitted> Section 6.01. Conduct of the Company. Except (w) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (x) as expressly contemplated by this Agreement, (y) as set forth in Section 6.01 of the Company Disclosure Schedule or (z) as required by Applicable Law or any COVID-19 Measures, 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 its reasonable best efforts to preserve intact its business organizations and maintain existing relationships with third parties, including Governmental Authorities, customers, suppliers, distributors, creditors, employees and business associates, and to keep available the services of its and its Subsidiaries’ present officers and key employees (Pages 42-43)

Question: Buyer consent requirement (ordinary course)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed