theatticusproject/maud huggingface dataset:
5.08 Acquisition Proposals. The Company agrees that neither it nor any of its Subsidiaries <omitted> shall <omitted> initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to an Acquisition Proposal. <omitted> 7.01 Termination. This Agreement may be terminated and the Merger may be abandoned: <omitted> (f) at any time prior to the Company Shareholder Approval, by action of the Parent Board, in the event (A) the Company shall have breached in any material respect Section 5.08; <omitted> 7.02 Effect of Termination and Abandonment. <omitted> (b) (i) The Company shall pay a termination fee of $8,500,000 (the “Termination Fee”) to Parent payable by wire transfer of immediately available funds to an account specified by Parent in the event of any of the following: <omitted> (B) this Agreement is terminated by Parent pursuant to Section 7.01(f). (Page 70)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
5.08 Acquisition Proposals. The Company agrees that neither it nor any of its Subsidiaries <omitted> shall <omitted> initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer with respect to an Acquisition Proposal. <omitted> 7.01 Termination. This Agreement may be terminated <omitted> (f) at any time prior to the Company Shareholder Approval, by action of the Parent Board, in the event (A) the Company shall have breached in any material respect Section 5.08; <omitted> 7.02 Effect of Termination and Abandonment. <omitted> (b) (i) The Company shall pay a termination fee of $8,500,000 (the “Termination Fee”) to Parent <omitted> in the event <omitted> (B) this Agreement is terminated by Parent pursuant to Section 7.01(f). (Page 70)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.15 Acquisition Proposals. <omitted> (b) Each party agrees that it will not, and shall cause each of its Subsidiaries <omitted> not to, <omitted> (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, 
 <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 Company Vote or the Requisite Parent Vote: 
 <omitted> 
 (f) by Parent, if <omitted> (ii) the Company or the Board of Directors of the Company shall have breached its obligations under Section 6.3 or 6.15 in any material respect. 
 <omitted> 
 8.2 Effect of Termination. 
 <omitted> 
 (ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay Parent, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination. (Page 71)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.15 Acquisition Proposals. <omitted> (b) Each party agrees that it will not, and shall cause each of its Subsidiaries <omitted> not to, <omitted> (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal, 
 <omitted> 
 8.1 Termination. This Agreement may be terminated <omitted> 
 (f) by Parent, if <omitted> (ii) the Company or the Board of Directors of the Company shall have breached its obligations under Section <omitted> 6.15 in any material respect. 
 <omitted> 
 8.2 Effect of Termination. 
 <omitted> (ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay Parent <omitted> the Termination Fee (Page 71)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.13 Acquisition Proposals.
<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 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 No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.13 Acquisition Proposals.
<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 <omitted> 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 No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
SECTION 5.02. No Solicitation. (a) The Company shall not <omitted> (i) solicit, initiate or encourage the submission of, any Acquisition Proposal, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal <omitted> 

SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval: <omitted> (d)               by Parent if: <omitted> (ii) the Company shall have breached in any material respect Section 5.02; <omitted> 

SECTION 8.02. Effect of Termination. <omitted> (b)               The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: (i) Parent terminates this Agreement pursuant to Section 8.01(d); (Page 76)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
SECTION 5.02. No Solicitation. (a) The Company shall not <omitted> (i) solicit, initiate or encourage the submission of, any Acquisition Proposal, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal <omitted> 

SECTION 8.01. Termination. This Agreement may be terminated <omitted> (d)               by Parent if: <omitted> (ii) the Company shall have breached in any material respect Section 5.02; <omitted> 

SECTION 8.02. Effect of Termination. <omitted> (b)               The Company shall pay to Parent a fee of $54,330,000 (the “Termination Fee”) if: (i) Parent terminates this Agreement pursuant to Section 8.01(d); (Page 76)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
7.1.         Registration Statement; Joint Proxy/Prospectus; Stockholder Approval. <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> (iii) breached its obligations under Section 7.1 by failing to call, give notice of, convene or hold the Bryn Mawr Meeting in accordance with Section 7.1; <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 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 Willfully Breached in any material 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: Yes
6.3 Shareholders’ Approval and Stockholder Approval. (a) Each of Parent and the Company shall <omitted> hold a meeting of its shareholders and stockholders, respectively (the “Parent Meeting” and the “Company Meeting,” respectively) as soon as reasonably practicable
<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 Company Vote or the Requisite Parent Vote: 
<omitted> 
(f) by Parent, if <omitted> (ii) the Company or the Board of Directors of the Company shall have breached its obligations under Section 6.3 or 6.15 in any material respect. 
<omitted> 
8.2 Effect of Termination. 
<omitted> 
(ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay Parent, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination.  (Page 71)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes
6.3 Stockholder Approvals. Each of Sterling and Webster shall call a meeting of its stockholders (the “Sterling Meeting” and the “Webster Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite Sterling Vote and the Requisite Webster Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of Sterling and Webster shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. <omitted>  <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 Sterling Vote or the Requisite Webster Vote: <omitted> (f)  by Webster prior to such time as the Requisite Sterling Vote is obtained, if <omitted> (ii) Sterling or the Board of Directors of Sterling 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 Webster pursuant to Section 8.1(f), then Sterling shall pay Webster, by wire transfer of same day funds, the Termination Fee within two (2) business days of the date of termination. (Page 37)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes
Section 8.04 Company Stockholder Meeting; Parent Shareholder Meeting. <omitted> Section 10.01 Termination.  This  Agreement  may  be  terminated  and  the  Mergers  and  the  other transactions  contemplated  hereby may  be abandoned at any time prior to the First Effective Time (notwithstanding receipt of the Company Stockholder Approval or the Parent Shareholder Approval): <omitted>  (c) by Parent: (i) prior to  the  receipt  of  the  Company  Stockholder  Approval,  if  (A)  a  Company Adverse  Recommendation  Change  shall  have occurred, (B) a tender or exchange offer subject to Regulation 14D under the 1934 Act that constitutes a Company Acquisition Proposal shall have been commenced (within the meaning of Rule 14d-2 under the Exchange Act) and the Company shall not have communicated to its stockholders, within tenBusiness Days after such commencement, a statement disclosing that the Company recommends rejection of such tender or exchange offer (or shall have withdrawn  any  such  rejection  thereafter)  or  (C)  the Company  has  committed  a  Willful  Breach  of Section 6.02  or Section  8.04(a), provided, that  this Agreement  may  not  be  terminated  pursuant  to  this  clause  (C)  if  Parent,  Bidco  or  either  Merger  Sub  is  then  in breach  of  any  of  its  representations, warranties, covenants or agreements set forth in this Agreement, which breach by Parent, Bidco or either Merger Sub would cause any condition set forthin Section 9.03(a) or Section 9.03(b)not to be satisfied; <omitted> Section 10.03          Termination Payment. 

(a)          If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or (ii) by the Company pursuant to Section 10.01(d)(iii), then the Company shall pay to Parent (or its designee), in cash and by way of compensation, a payment in an amount equal to $1,180,000,000 (the “Company Termination Payment”) at or prior to, and as a condition to the effectiveness of, the termination of this Agreement in the case of a termination pursuant to Section 10.01(d)(iii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 10.01(c)(i).  (Page 103)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes
Section 8.04 Company Stockholder Meeting; Parent Shareholder Meeting. <omitted> Section 10.01 Termination.  This  Agreement  may  be  terminated  and  the  Mergers  and  the  other transactions  contemplated  hereby may  be abandoned at any time prior to the First Effective Time (notwithstanding receipt of the Company Stockholder Approval or the Parent Shareholder Approval): <omitted>  (c) by Parent: (i) prior to  the  receipt  of  the  Company  Stockholder  Approval,  if  (A)  a  Company Adverse  Recommendation  Change  shall  have occurred, (B) a tender or exchange offer subject to Regulation 14D under the 1934 Act that constitutes a Company Acquisition Proposal shall have been commenced (within the meaning of Rule 14d-2 under the Exchange Act) and the Company shall not have communicated to its stockholders, within tenBusiness Days after such commencement, a statement disclosing that the Company recommends rejection of such tender or exchange offer (or shall have withdrawn  any  such  rejection  thereafter)  or  (C)  the Company  has  committed  a  Willful  Breach  of Section 6.02  or Section  8.04(a), provided, that  this Agreement  may  not  be  terminated  pursuant  to  this  clause  (C)  if  Parent,  Bidco  or  either  Merger  Sub  is  then  in breach  of  any  of  its  representations, warranties, covenants or agreements set forth in this Agreement, which breach by Parent, Bidco or either Merger Sub would cause any condition set forthin Section 9.03(a) or Section 9.03(b)not to be satisfied; <omitted> Section 10.03          Termination Payment. 

(a)          If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or (ii) by the Company pursuant to Section 10.01(d)(iii), then the Company shall pay to Parent (or its designee), in cash and by way of compensation, a payment in an amount equal to $1,180,000,000 (the “Company Termination Payment”) at or prior to, and as a condition to the effectiveness of, the termination of this Agreement in the case of a termination pursuant to Section 10.01(d)(iii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 10.01(c)(i). (Page 103)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes
Section 8.04 Company Stockholder Meeting; Parent Shareholder Meeting. <omitted> Section 10.01 Termination.  This  Agreement  may  be  terminated <omitted> (c) by Parent: <omitted> if  <omitted> (C)  the Company  has  committed  a  Willful  Breach  of <omitted> Section  8.04(a), <omitted> Section 10.03          Termination Payment. 

(a)          If this Agreement is terminated: (i) by Parent pursuant to Section 10.01(c)(i) or (ii) by the Company pursuant to Section 10.01(d)(iii), then the Company shall pay to Parent (or its designee), in cash and by way of compensation, a payment in an amount equal to $1,180,000,000 (the “Company Termination Payment”) at or prior to, and as a condition to the effectiveness of, the termination of this Agreement in the case of a termination pursuant to Section 10.01(d)(iii) or as promptly as practicable (and, in any event, within two Business Days following such termination) in the case of a termination pursuant to Section 10.01(c)(i). (Page 103)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes
7.1. Registration Statement; Joint Proxy/Prospectus; Stockholder Approval. <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> (iii) breached its obligations under Section 7.1 by failing to call, give notice of, convene or hold the Bryn Mawr Meeting in accordance with Section 7.1; <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 Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
7.1. Registration Statement; Joint Proxy/Prospectus; Stockholder Approval. <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> (iii) breached its obligations under Section 7.1 by failing to call, give notice of, convene or hold the Bryn Mawr Meeting in accordance with Section 7.1; <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 Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
6.3 Shareholders’ Approval and Stockholder Approval. (a) Each of Parent and the Company shall <omitted> hold a meeting of its shareholders and stockholders, respectively (the “Parent Meeting” and the “Company Meeting,” respectively) as soon as reasonably practicable
 <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 Company Vote or the Requisite Parent Vote: 
 <omitted> 
 (f) by Parent, if <omitted> (ii) the Company or the Board of Directors of the Company shall have breached its obligations under Section 6.3 or 6.15 in any material respect. 
 <omitted> 
 8.2 Effect of Termination. 
 <omitted> 
 (ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay Parent, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination. (Page 71)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes
6.3 Shareholders’ Approval and Stockholder Approval. (a) Each of Parent and the Company shall <omitted> hold a meeting of its shareholders and stockholders, respectively <omitted> as soon as reasonably practicable
 <omitted> 
 8.1 Termination. This Agreement may be terminated <omitted> : 
 <omitted> 
 (f) by Parent, if <omitted> (ii) the Company or the Board of Directors of the Company shall have breached its obligations under Section 6.3 <omitted> in any material respect. 
 <omitted> 
 8.2 Effect of Termination. 
 <omitted> 
 (ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay Parent <omitted> the Termination Fee (Page 71)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: Yes
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 otherwise expressly permitted or expressly contemplated by this Agreement or the Spin-Off Agreements or actions undertaken to effect the Separation and Distribution and other provisions of the Spin-Off Agreements, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall, and shall cause each of its RemainCo Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices,  (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. 

(a)          From the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) 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 and to preserve intact its business organization, keep available the services of its present key employees 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;  (Page 69)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
5.01 Forbearances of CBTC. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement or Previously Disclosed, without the prior written consent of United (which consent shall not be unreasonably withheld, delayed or conditioned), CBTC will not, and will cause each of its Subsidiaries not to: (a) Ordinary Course. Conduct the business of CBTC and its Subsidiaries other than in the ordinary course, fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, make any capital expenditure in excess of $500,000 in the aggregate or take any action reasonably likely to have an adverse effect upon CBTC’s ability to perform any of its material obligations under this Agreement. For purposes of this Agreement, the term “ordinary course,” with respect to either party, shall take into account the commercially reasonable actions taken by such party and its Subsidiaries in response to the Pandemic and the Pandemic Measures. (Page 17)

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