theatticusproject/maud huggingface dataset:
7.2.         Acquisition Proposals. (a) No  Bryn Mawr Entity shall, and it shall cause its Representatives not to, directly or indirectly, (i) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any confidential or nonpublic information or data in connection with, or take any other action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, except to notify a Person that has made or, to the Knowledge of Bryn Mawr, is making inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of this Section 7.2,(iii) approve, agree to, accept, endorse or recommend any Acquisition Proposal, (iv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any Acquisition Agreement contemplating or otherwise relating to any Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2 by any Subsidiary or Representative of Bryn Mawr shall constitute a breach of this Section 7.2 by Bryn Mawr. In addition to the foregoing, Bryn Mawr shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. <omitted> 

9.1.          Termination. <omitted> this Agreement may be terminated and the Mergers abandoned at any time prior to the Effective Time: <omitted> 

(d) by  WSFS, by written notice to Bryn Mawr, in the event that the board of directors of Bryn Mawr has <omitted> (ii) breached the terms of Section 7.2 in any respect adverse to WSFS (other than unintentional, immaterial breaches that do not prejudice WSFS’s rights under such section) <omitted> 

10.3.        Expenses. <omitted> 

(ii)               if WSFS shall terminate this Agreement pursuant to Section 9.1(d), then Bryn Mawr shall pay to WSFS an amount equal to $37,725,000 (the “Termination Fee”).  (Page 80)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.3 No Solicitation by the Company. <omitted>   8.1              Termination. This Agreement may be terminated <omitted>  (b)               by either the Company or Parent:  <omitted>   (iii)          <omitted> (B) in the event of a Willful and Material Breach by the other party of Section 6.3 or 6.4 <omitted>  8.3              Expenses and Other Payments.   <omitted>   (b) If (i) Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation) or Section 8.1(b)(iii)(B) (Company’s Breach of No Solicitation ), then the Company shall pay Parent the Termination Fee in cash by wire transfer of immediately available funds (to an account designated by Parent) no later than two Business Days after notice of termination of this Agreement or (Page 34)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.3 No Solicitation by the Company. <omitted>   8.1              Termination. This Agreement may be terminated <omitted>  (b)               by either the Company or Parent:  <omitted>   (iii)          <omitted> (B) in the event of a Willful and Material Breach by the other party of Section 6.3 or 6.4 <omitted> 8.3              Expenses and Other Payments.   <omitted>   (b) If (i) Parent terminates this Agreement pursuant to <omitted> Section 8.1(b)(iii)(B) (Company’s Breach of No Solicitation ), then the Company shall pay Parent the Termination Fee (Page 34)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
7.2. Acquisition Proposals. (a) No Bryn Mawr Entity shall, and it shall cause its Representatives not to, directly or indirectly, (i) solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any confidential or nonpublic information or data in connection with, or take any other action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, except to notify a Person that has made or, to the Knowledge of Bryn Mawr, is making inquiries with respect to, or is considering making, an Acquisition Proposal, of the existence of this Section 7.2,(iii) approve, agree to, accept, endorse or recommend any Acquisition Proposal, (iv) approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any Acquisition Agreement contemplating or otherwise relating to any Acquisition Transaction, or (v) otherwise cooperate in any way with, or assist or participate in, or facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in this Section 7.2 by any Subsidiary or Representative of Bryn Mawr shall constitute a breach of this Section 7.2 by Bryn Mawr. In addition to the foregoing, Bryn Mawr shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. <omitted> 
 
 9.1. Termination. <omitted> this Agreement may be terminated and the Mergers abandoned at any time prior to the Effective Time: <omitted> 
 
 (d) by WSFS, by written notice to Bryn Mawr, in the event that the board of directors of Bryn Mawr has <omitted> (ii) breached the terms of Section 7.2 in any respect adverse to WSFS (other than unintentional, immaterial breaches that do not prejudice WSFS’s rights under such section) <omitted> 
 
 10.3. Expenses. <omitted> 
 
 (ii) if WSFS shall terminate this Agreement pursuant to Section 9.1(d), then Bryn Mawr shall pay to WSFS an amount equal to $37,725,000 (the “Termination Fee”). (Page 80)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
7.2. Acquisition Proposals. (a) No Bryn Mawr Entity shall <omitted> (i) solicit <omitted> any Acquisition Proposal <omitted> 9.1. Termination. <omitted> this Agreement may be terminated and the Mergers abandoned at any time prior to the Effective Time: <omitted> 
 
 (d) by WSFS, by written notice to Bryn Mawr, in the event that the board of directors of Bryn Mawr has <omitted> (ii) breached the terms of Section 7.2 in any respect adverse to WSFS (other than unintentional, immaterial breaches that do not prejudice WSFS’s rights under such section) <omitted> 
 
 10.3. Expenses. <omitted> (ii) if WSFS shall terminate this Agreement pursuant to Section 9.1(d), then Bryn Mawr shall pay to WSFS <omitted> the “Termination Fee” (Page 80)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
8.1 Termination. <omitted> (e) by  Labrador, if  Golden,  any  of  its  Subsidiaries  or  any  of  Golden’s  directors  or executive  officers  shall  have  Willfully  and  Materially Breached the obligations set forth in Section 6.3(b) (No Solicitation by Golden) and Labrador shall have been adversely affected thereby; or <omitted> (b)           If Labrador terminates this Agreement pursuant to Section 8.1(c)(Golden Change of Recommendation) or Section 8.1(e)(No Solicitation by Golden), or if Labrador terminates this Agreement pursuant to Section 8.1(b)(ii) (End Date) and either (x)both the Golden Stockholder Approval shall not have been obtained and the Golden Board or a committee thereof shall have effected a Golden Change of Recommendation or (y)Golden, any of its Subsidiaries or any of Golden’s directors or executive officers shall have Willfully and Materially Breached the obligations set forth in Section 6.3(b)(No Solicitation by Golden) and Labrador shall have been adversely affected thereby, then Golden shall pay Labrador the Termination Fee, in each case, in cash by wire transfer of immediately available funds to an account designated by Labrador no later than three Business Days after notice of termination of this Agreement. <omitted> “Termination Fee” means $250,000,000. (Page 46)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
8.1 Termination. <omitted> (e) by  Labrador, if  Golden,  any  of  its  Subsidiaries  or  any  of  Golden’s  directors  or executive  officers  shall  have  Willfully  and  Materially Breached the obligations set forth in Section 6.3(b) (No Solicitation by Golden) and Labrador shall have been adversely affected thereby; or <omitted> (b)           If Labrador terminates this Agreement pursuant to <omitted> Section 8.1(e)(No Solicitation by Golden), <omitted> then Golden shall pay Labrador the Termination Fee (Page 46)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
7.5. Acquisition Proposals. <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> (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 No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
7.5. Acquisition Proposals. <omitted> 11.1. Termination. This Agreement may be terminated at any time <omitted> 11.1.5. By Bridge Bancorp, if <omitted> (ii) DCB or the Board of Directors of DCB shall have breached its obligations under <omitted> 7.5 in any material respect; <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 No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 4.4               No Solicitation of Transactions. <omitted> Section 6.1               Termination. This Agreement may be validly terminated and the Transactions may be abandoned by action taken or authorized by the terminating Party or Parties: <omitted> (d)                By Parent, if prior to obtaining the Company Stockholder Approval, <omitted> (ii) the Company shall have committed a material Intentional Breach of any of its obligations under Section 4.4; <omitted> 

Section 6.2               Effect of Termination; Termination Fees. <omitted> (b)                In the event that:   (i)                 this Agreement is validly terminated by Parent pursuant to Section 6.1(d) or by the Company pursuant to Section 6.1(e), then the Company shall pay to Parent prior to or concurrently with such termination, in the case of a termination by the Company, or within two Business Days thereafter, in the case of a termination by Parent, a termination fee of $78.9 million (the “Termination Fee”). (Page 29)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 4.4               No Solicitation of Transactions. <omitted> Section 6.1               Termination. This Agreement may be validly terminated <omitted> (d)                By Parent, if prior to obtaining the Company Stockholder Approval, <omitted> (ii) the Company shall have committed a material Intentional Breach of any of its obligations under Section 4.4; <omitted> 

Section 6.2               Effect of Termination; Termination Fees. <omitted> (b)                In the event that:   (i)                 this Agreement is validly terminated by Parent pursuant to Section 6.1(d) <omitted> then the Company shall pay to Parent <omitted> a termination fee of $78.9 million (the “Termination Fee”). (Page 29)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.3. No Solicitation by the Company. <omitted> 
Section 8.1. Termination. This Agreement may be terminated <omitted> (e) by Parent, if, prior to obtaining the Company Stockholder Approval, <omitted> (ii) the Company has materially breached Section 5.3 <omitted> 
Section 8.2. Effect of Termination. <omitted> (ii) If (x) Parent terminates this Agreement pursuant to Section 8.1(e) or (y) the Company terminates this Agreement pursuant to Section 8.1(d) at a time when Parent would be permitted to terminate this Agreement pursuant to Section 8.1(e), within two (2) Business Days after such termination, the Company shall pay to Parent the Termination Fee. (Page 86)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.3. No Solicitation by the Company. <omitted> 
Section 8.1. Termination. This Agreement may be terminated <omitted> (e) by Parent, if, prior to obtaining the Company Stockholder Approval, <omitted> (ii) the Company has materially breached Section 5.3 <omitted> 
Section 8.2. Effect of Termination. <omitted> If (x) Parent terminates this Agreement pursuant to Section 8.1(e) or (y) the Company terminates this Agreement pursuant to Section 8.1(d) at a time when Parent would be permitted to terminate this Agreement pursuant to Section 8.1(e) <omitted> , the Company shall pay to Parent the Termination Fee. (Page 86)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.04    Stockholder Approval. (a) Company agrees to take, <omitted> all action necessary to convene a meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Company’s stockholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “Company Meeting”) 

 <omitted> 

Section 7.01 Termination. This Agreement may be terminated 

 <omitted> 

(f) Failure to Recommend.

<omitted>

(i)  Buyer, prior to such time as the Requisite Company Stockholder Approval is obtained, if Company or the Board of Directors of Company <omitted> (E) breaches its obligations under Section 5.04(a) 

<omitted>

Section 7.02    Termination Fee. 

<omitted>

(i) Company shall pay to Buyer by wire transfer of immediately available funds a termination fee equal to $44,145,000 (the “Termination Fee”) in the event Buyer terminates this Agreement pursuant to Section 7.01(f)(i), in which case Company shall pay the Termination Fee as promptly as practicable (but in any event within three (3) Business Days of termination); and (Page 87)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
6.02 Shareholder Approvals. (a) Each of Peoples and Premier Financial shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders <omitted>
8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: <omitted>
(f) By: (i) Premier  Financial  if  <omitted> 
(B) Premier Financial or its Board of Directors has breached its obligations under Section 6.02 <omitted> in any  respect.<omitted> 8.02 Effect of Termination and Abandonment; Enforcement of Agreement. <omitted> 
(b) In the event that: <omitted>
(ii) this Agreement is terminated by Premier Financial or Peoples pursuant to Section 8.01(f), then Premier Financial shall pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), the Termination Fee no later than two (2) business days after the termination of this Agreement.  (Page 69)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
Section 4.5 Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted>
Section 6.1 Termination. This Agreement may be terminated and the Mergers may be abandoned: <omitted> (d) by Parent at any time prior to obtaining the Required Company Stockholder Vote if <omitted> (ii) the Company shall have Breached in any  respect Section 4.2 or Section 4.5; <omitted>
Section 6.3 Termination Fees. (a) If this Agreement is terminated by the Company pursuant to Section 6.1(f), by Parent pursuant to Section 6.1(d), or by either Parent or the Company pursuant to Section 6.1(b) (and at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Required Company Stockholder Vote have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date) or Section 6.1(g), in each case, at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 6.1(d), then, within two Business Days after (or in the case of termination pursuant to Section 6.1(f), substantially current with) the termination of this Agreement, the Company shall cause to be paid to Parent the Termination Fee.

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
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  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
Category: Deal Protection and Related Provisions
Answer: No
Section 5.6 Approval of KTYB Shareholders. (a) Unless this Agreement is terminated pursuant to Article VII, the Board of Directors of KTYB shall submit to its shareholders this Agreement and any other matters required to be approved or voted upon by its shareholders in order to carry out the intentions of this Agreement. KTYB shall duly take, in accordance with applicable law and the KTYB Articles and KTYB Bylaws, all action necessary to call, give notice of, convene and hold a meeting of its shareholders, as promptly as reasonably practicable after the S-4 is declared effective under the Securities Act by the SEC (the “KTYB Meeting”). <omitted> 

Section 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time: <omitted> (f) by: <omitted> (2) SYBT prior to the time the Requisite KTYB Vote is obtained, if <omitted> (ii) KTYB or its Board of Directors has breached its obligations under Section 5.6 or Section 5.14 in any material respect; <omitted> 

Section 7.2 Effect of Termination.  <omitted> (b) In the event that: <omitted> (ii) this Agreement is terminated by KTYB or SYBT pursuant to Section 7.1(f), then KTYB shall pay SYBT, by wire transfer of same day funds (to an account designated in writing by SYBT), the Termination Fee no later than two (2) business days after the termination of this Agreement; (Page 53)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes
6.02 Shareholder Approvals. (a) Each of Peoples and Premier Financial shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders <omitted>
8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: <omitted>
(f) By: (i) Premier  Financial  if  <omitted> 
(B) Premier Financial or its Board of Directors has breached its obligations under Section 6.02 <omitted> in any material respect.<omitted> 8.02 Effect of Termination and Abandonment; Enforcement of Agreement. <omitted> 
(b) In the event that: <omitted>
(ii) this Agreement is terminated by Premier Financial or Peoples pursuant to Section 8.01(f), then Premier Financial shall pay Peoples, by wire transfer of same day funds (to an account designated in writing by Peoples), the Termination Fee no later than two (2) business days after the termination of this Agreement.  (Page 69)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.3 Preparation of Form S-4 and Joint Proxy Statement; Stockholders’ Meetings. <omitted> Section 7.1 Termination. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after the Parent Stockholder Approval or the Company Stockholder Approval has been obtained (with any termination by Parent or the Company also being an effective termination by the other Parent Parties or the other Company Parties, respectively): <omitted> (c) by Parent, prior to, but not after, the time the Company Stockholder Approval is obtained, if (i) an Adverse Recommendation Change shall have occurred with respect to the Company, (ii) in the case of an Acquisition Proposal structured as a tender offer or exchange offer, the Company shall, within 10 Business Days of the tender or exchange offer having been commenced, fail to publicly recommend against such tender or exchange offer, (iii) upon a request to do so by Parent, the Company shall have failed to publicly reaffirm its recommendation of the Mergers within 10 Business Days after the date any Acquisition Proposal is first publicly announced, distributed or disseminated to Company Stockholders or (iv) the Company Board or a director or executive officer of the Company shall, or shall have caused the Company to, have breached or failed to perform any obligation set forth in Section 5.2 or Section 5.3(c) in any material respect; <omitted> Section 7.3 Fees and Expenses. <omitted> (b) In the event that: <omitted> (ii) this Agreement is terminated by Parent pursuant to Section 7.1(c) <omitted> then, in either such event, the Company shall pay to Parent the Company Termination Fee, less the amount of Parent Expenses previously paid to Parent (if any) pursuant to Section 7.3(d), it being understood that in no event shall the Company be required to pay the CompanyTermination Fee on more than one occasion;  (Page 103)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes