theatticusproject/maud huggingface dataset:
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
Section 5.3 Preparation of Form S-4 and Joint Proxy Statement; Stockholders’ Meetings. <omitted> Section 7.1 Termination. This Agreement may be terminated <omitted> (c) by Parent, prior to, but not after, the time the Company Stockholder Approval is obtained, if <omitted> (iv) the Company Board <omitted> shall <omitted> have breached or failed to perform any obligation set forth in <omitted> 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 (Page 103)

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
6.02 Shareholder Approvals.  (a) Each of Peoples and Premier Financial shall <omitted> 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), (Page 69)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.01         Conduct of Business by the Company Pending the Merger. The Company agrees that between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, except as expressly set forth in Section 5.01 of the Company Disclosure Letter, as expressly contemplated or required by any other provision of this Agreement or as required by applicable Law (including any COVID-19 Measures), unless Parent otherwise agrees in writing (which agreement shall not be unreasonably withheld, delayed or conditioned), the Company will, and will cause each Company Subsidiary to, use commercially reasonable efforts to conduct its operations in all material respects in the ordinary course of business  (Page 22)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 5.1              Conduct of Business of the Company.   (a)             During the period from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, except (i) as may be required by applicable Law, including any Covid-19 Measure, or taken in good faith in response to or accordance with any Covid-19 Measure, (ii) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (iii) as contemplated or required by this Agreement, or (iv) as set forth in Section 5.1(a)(i) of the Company Disclosure Schedule, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) conduct its business in all material respects in the ordinary course consistent with past practice, (Page 19)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 5.1 Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as (i) expressly permitted or required by this Agreement, (ii) set forth in Section 5.1 of the Company Disclosure Letter, (iii) the Company determines, in good faith, may be necessary or advisable in connection with any COVID-19 Measure, (iv) consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (v) required by applicable Law, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to conduct its business in all material respects in the ordinary course of business and preserve in all material respects its present relationships with key customers, suppliers, employees and other Persons with which it has material business relations. (Page 54)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 6.01          Conduct of the Company. 

(a)          From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (i) as prohibited or required by Applicable Law, (ii) as a result of COVID-19 Measures, (iii) as set forth in Section 6.01 of the Company Disclosure Schedule, or (iv) as otherwise required or expressly contemplated by this Agreement, unless Parent shall have given its prior written consent (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 all material respects in the ordinary course of business consistent with past practice and to preserve intact its business organization, keep available the services of its employees who are integral to the operation of the business as presently conducted and maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other Third Parties with whom it has material business relations; provided, that no action by the Company or any of its Subsidiaries to the extent expressly permitted by an exception to any of Section 6.01(b)(i) through Section 6.01(b)(xxii) shall be a breach of this sentence.  (Page 73)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 6.1.         Covenants of the Company   (a)            Except (i) as set forth in Section 6.1(a) of the Company Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly permitted by this Agreement, (iv) any COVID-19 Measure or (v) with the prior written consent of Parent (which consent shall be requested by the Company in accordance with Section 6.1(c) and will not be unreasonably delayed, withheld or conditioned by Parent), from the date of this Agreement until the earlier of the Acceptance Time or the date this Agreement is terminated pursuant to Article VIII (the “Pre-Closing Period”), the Company shall, and shall cause its Subsidiaries to use commercially reasonable efforts to (A) carry on its business in the ordinary course of business, (Page 21)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 6.1          Conduct of Business. From the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, and except as set forth in Section 6.1 of the Company Disclosure Schedule, as any other provision of this Agreement expressly contemplates or expressly requires, as required by applicable Law, or rules and regulations of the SEC or NYSE, for any action taken by the Company to the extent necessary, desirable or appropriate in order to effect the Migration, or to the extent Parent has consented in writing thereto (such consent not to be unreasonably withheld, delayed or conditioned): (a)      the Company shall, and shall cause the Company Subsidiaries, to conduct the business of the Company and the Company Subsidiaries in the ordinary course of business consistent with past practice in all material respects; and use its commercially reasonable efforts to (A) preserve intact its present business organization, (B) maintain in effect all of its material Permits, and (C) maintain satisfactory relationships with its customers, lenders, suppliers, licensors, licensees, distributors, employees and others having material business relationships with it; (Page 45)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 6.1          Conduct of Business prior to Closing.   (a)         The Company agrees that, between the date of this Agreement and the earlier of the Effective Time and valid termination of this Agreement in accordance with Section 8.1, except as (w) set forth in Section 6.1 of the Company Disclosure Schedule, (x) expressly permitted by any other


provision of this Agreement or as required by Law or (y) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each Company Subsidiary to, (A) conduct its operations in the ordinary course of business consistent with past practice (with any COVID-19 Measures being deemed to be in the ordinary course of business consistent with past practice when determining whether actions taken after the date of this Agreement are in the ordinary course of business consistent with past practice  (Pages 34-35)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
SECTION 5.01. Conduct of Business Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, except (v) for actions reasonably taken in connection with the De-Banking (so long as done in accordance with Section 6.18) or as otherwise expressly contemplated by this Agreement, (w) as set forth in Section 5.01 of the Company Disclosure Letter, (x) as required by applicable Law, (y) as required or prohibited by any Public Health Event Measure or as may be reasonably taken in good faith in response to a new or worsening Public Health Event or (z) as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed): (a) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to carry on its business in the Ordinary Course of Business in all material respects; <omitted> “Ordinary Course of Business” means the ordinary course of business of the Company and its Subsidiaries consistent with past practice, as such past practice may have been reasonably affected by any Public Health Event and any Public Health Event Measures.  (Page 31)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
5.1      Conduct of Business 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 TCF Disclosure Schedule), required by law (including the Pandemic Measures) or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), (a) TCF shall, and shall cause its Subsidiaries to, (i) conduct its business in the ordinary course in all material respects and  (Page 53)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
SECTION 5.2 Conduct of Business by the Company. Except for matters set forth in Section 5.2 of the Company Disclosure Schedule or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law (including COVID-19 Measures) or with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each Company Subsidiary to, (i) conduct its business in the ordinary course of business in all material respects  (Page 42)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 5.1 Conduct of the Company. (a) From and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries, (ii) with the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed), (iii) as may be expressly contemplated or required by this Agreement, (iv) in connection with a Company COVID Action or (v) as set forth in Section 5.1 of the Company Disclosure Letter, the Company covenants and agrees that it shall use commercially reasonable efforts to conduct the business of the Company and its Subsidiaries in all material respects in the Ordinary Course of Business, and shall use commercially reasonable efforts to preserve intact their present lines of business, and to maintain their rights, franchises and Company Permits;


<omitted>

(xli) “Ordinary Course of Business” shall describe any action taken by a person if such action is (A) consistent with such person’s past practices and/or is taken in the ordinary course of such person’s normal day-to-day operations, (B) in the case of an action taken by the Company or any of its Subsidiaries, a Company COVID Action and (C) in the case of an action taken by Parent or any of its subsidiaries, a Parent COVID Action.  (Page 55)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 6.01    Conduct of the Company. The Company covenants and agrees that, except for matters (i) expressly permitted or expressly contemplated by this Agreement, (ii) set forth on Part 6.01 of the Company Disclosure Schedule, (iii) reasonably undertaken in connection with any COVID-19 Measures, (iv) undertaken with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (v) required by Applicable Law or the rules and regulations of Nasdaq, from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8 hereof, the Company (A) shall, and shall cause each of its Subsidiaries to use commercially reasonable efforts to (1) conduct its business in the ordinary course in all material respects, substantially consistent with past practice,  (Page 59)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
4.1           Interim Operations. (a)The Company covenants and agrees as to itself and its Subsidiaries that, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI (except: (i)if Parent shall otherwise approve in writing, such approval not to be unreasonably withheld, conditioned or delayed, (ii)as otherwise expressly required by this Agreement, (iii)as expressly set forth in Section 4.1(a) of the Company Disclosure Letter, (iv)as required by applicable Laws or any Governmental Entity or (v)with respect to any COVID-19 Measures to the extent reasonably necessary for the operation of the Company), the business of the Company and its Subsidiaries shall be conducted, in all material respects, in the ordinary course of business (including, for the avoidance of doubt, consistent with recent past practice in light of COVID-19) and applicable Law. (Page 18)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 6.01 Conduct of the Company Pending the Merger. 

(a) The Company agrees that, from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement in accordance with Section 8.01, except as (w) set forth on Section 6.01(a) of the Company Disclosure Letter (x) as required by Applicable Law, (y) expressly required by this Agreement or (z) otherwise with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the Company will, and will cause each of its Subsidiaries to, (i) conduct its operations, in all material respects, in the ordinary course of business, and (ii) use its commercially reasonable efforts to preserve the goodwill and current relationships of the Acquired Companies with employees, customers, suppliers and other Persons with which the Company or any of its Subsidiaries has significant business relations; provided, however, that no action by the Acquired Companies with respect to matters specifically addressed by any provision of the following sentence shall be deemed a breach of the covenants contained in this sentence unless such action would constitute a breach of such specific provision in the following sentence; provided, further, that the failure by an Acquired Company to take any action prohibited by any clause in the following sentence shall not be deemed to be a breach of the covenants contained in this sentence. (Page 55)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 7.1 Conduct of Company Business Pending the Merger. 

(a) The Company agrees that, except (i) as set forth on Schedule 7.1(a) of the Company Disclosure Letter, (ii) as permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned with respect to clause (A)), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, (A) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses in all material respects in the ordinary course consistent with past practice and (2) preserve intact in all material respects its present business organization and preserve its existing relationships with its key business relationships, vendors and counterparties, (B) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in compliance in all material respects with applicable Laws and (C) the Company shall maintain its status as a REIT (until immediately prior to the Merger and without regard to the effects of the transactions contemplated by this Agreement); provided, however, that no action by the Company or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 7.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision of Section 7.1(b). (Page 51)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 5.01 Conduct of Business by the Company Pending the Merger. The Company agrees that between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with ARTICLE VII, except (w) as set forth in Section 5.01 of the Company Disclosure Letter, (x) as expressly required or expressly provided for by this Agreement, (y) as required by applicable Law, any Governmental Entity of competent jurisdiction or the rules and regulations of Nasdaq or pursuant to any COVID-19 Measures or (z) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company will, and will cause each Company Subsidiary to, use commercially reasonable efforts to conduct its business and operations in all material respects in the ordinary course of business,  (Page 16)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed