theatticusproject/maud huggingface dataset:
A. Upon the terms and subject to the conditions of this Agreement, Parent has agreed to cause Purchaser to commence a cash tender offer (as it may be amended from time to time as permitted under this Agreement, the “Offer”) to acquire all of the outstanding shares of Company Common Stock (the “Company Shares”) for 0.0838 (the "Exchange Ratio") shares of Parent Common stock, or $53.00 per share of Company Common Stock, in cash (such amount, or any higher amount per share paid pursuant to the Offer, being the “Offer Price”), without interest, subject to any applicable withholding Taxes or into stock at the election of the shareholders. <omitted> (iii) except as provided in clauses “(i)” and “(ii)” above (the “Excluded Shares”) and subject to Section 2.5(b), each Company Share outstanding immediately prior to the Effective Time shall be cancelled and (other than any Dissenting Shares, as defined below) shall be converted into the right to receive the Offer Price (the “Merger Consideration”), without interest, subject to any applicable withholding of Taxes, and each holder of a Certificate or a Book-Entry Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.6; (Page 12)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
(a) Except as provided in Section 2.04(b) or in Section 2.07, each Company Common Share issued and outstanding immediately prior to the Effective Time (the “Shares”), other than the Excluded Shares and the Company RSAs, shall be canceled and shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive (i) an amount in cash, without interest, equal to $23.30 or 0.449 (the "Exchange Ratio") shares of Parent Common Stock, at the election of shareholders (the “Merger Consideration”), (A) upon surrender of the Certificate representing such Shares as provided in Article III, in the case of certificated Shares, and (B) automatically, in the case of Book-Entry Shares.  All Shares, at the Effective Time, shall no longer be outstanding and shall automatically be retired and shall cease to exist, and each holder of a Certificate representing Shares or Book- Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein.  (Page 21)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
Section 1.6    Effect on Capital Stock.
<omitted>
(ii)    subject to Section 1.6(b) and Section 1.6(c), each share of East Common Stock issued and outstanding (other than Excluded Shares) immediately prior to the Effective Time shall be converted into the right to receive from Central 0.5165 (the "Exchange Ratio") fully paid and nonassessable shares of common stock, $0.10 par value, of Central (the “Central Common Stock”) or cash worth $0.99 at the election of shareholders.  (Page 8)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
Section 2.1    Consideration. (a)    At the Effective Time, by virtue of the Merger and without any action on the part of Nicolet, the Company, or the holder of any shares of Company Common Stock, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be converted, subject to the election and allocation procedures in Section 2.3 and the fractional share procedures in Section 2.5, into the right to receive either: (i)    0.48 fully paid and nonassessable shares (the “Exchange Ratio”) of Nicolet Common Stock (the “Per Share Stock Consideration”), or (ii)    Cash in the amount of $37.18 per share (the “Per Share Cash Consideration”). (Page 13)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
(a)    except as otherwise provided in Section 2.03(b) or Section 2.05, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically canceled and converted into the right to receive $3.40 in cash without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with this Agreement; (Page 23)

Question: Type of Consideration
Category: General Information
Answer: All Cash
(a)         other than (i) shares of Company Common Stock to be cancelled or converted pursuant to Section 2.03(b) and (ii) Dissenting Shares (such shares together with the shares of Company Common Stock to be cancelled or converted pursuant to Section 2.03(b), collectively, the “Excluded Shares”), each share of Company Common Stock outstanding immediately prior to the First Effective Time shall be converted into, and shall thereafter represent only, the right to receive, (A) 2.1243 (the “Exchange Ratio”) Parent ADSs (the “Share Consideration”), subject to Section 2.09 with respect to fractional Parent ADSs, and (B) $60.00 in cash without interest (the “Cash Consideration” and, together with the Share Consideration, the “Merger Consideration”) and, immediately following such conversion, shall be automatically cancelled and cease to exist (the “Cancellation”); (Page 26)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
each share of Company Common Stock outstanding immediately prior to the First Effective Time shall be converted into, and shall thereafter represent only, the right to receive, (A) 2.1243 (the “Exchange Ratio”) Parent ADSs (the “Share Consideration”) <omitted> and (B) $60.00 in cash without interest (the “Cash Consideration” and, together with the Share Consideration, the “Merger Consideration”) (Page 26)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
“Per Share Stock Consideration” means 0.7971 shares of GBCI Common Stock, which is subject to adjustment pursuant to Sections 7.2.2 and 7.3.2, and subject to further adjustment by an amount per share equal to the Stock Consideration Per Share Adjustment Amount, if any, pursuant to Section 4.15.2. Further, if GBCI declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the Execution Date and the Effective Date, the Per Share Stock Consideration will be adjusted accordingly. <omitted> 1.2.2 Outstanding AB Stock. Each share of AB Stock issued and outstanding as of the Effective Time will be converted into and represent the right to receive from GBCI in accordance with Section 1.6 (a) the Per Share Stock Consideration and (b) any cash in lieu of fractional shares of GBCI Common Stock in accordance with Section 1.3. (Page 14)

Question: Type of Consideration
Category: General Information
Answer: All Stock
“Per Share Stock Consideration” means 0.7971 shares of GBCI Common Stock, which is subject to adjustment pursuant to Sections 7.2.2 and 7.3.2, and subject to further adjustment by an amount per share equal to the Stock Consideration Per Share Adjustment Amount, if any, pursuant to Section 4.15.2. Further, if GBCI declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the Execution Date and the Effective Date, the Per Share Stock Consideration will be adjusted accordingly. <omitted> 1.2.2 Outstanding AB Stock. Each share of AB Stock <omitted> will be converted into <omitted> the Per Share Stock Consideration (Page 14)

Question: Type of Consideration
Category: General Information
Answer: All Stock
(i)              Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). (Page 6)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
(i)              <omitted> each share of common stock, <omitted>  issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio <omitted> and (B) the Per Share Cash Consideration (Page 6)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
(ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (except for shares of Company Common Stock to be canceled pursuant to Section 3.1(a)(i)) (each, a “Converted Share”) shall be (1) automatically canceled and shall cease to exist and (2) converted into the right to receive, subject to Section 3.3, 1.3125 (such ratio, as may be adjusted under Section 3.2, the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Merger Consideration”); and (Page 10)

Question: Type of Consideration
Category: General Information
Answer: All Stock
1.5          Conversion of Boston Private Common Stock.  At the Effective Time, by virtue of the Merger and without any action on the part of SVB Financial, Boston Private or the holder of any of the following securities:   (a)    Subject to Section 2.2(e), each share of the common stock, par value $1.00 per share, of Boston Private issued and outstanding immediately prior to the Effective Time (the “Boston Private Common Stock”), except for shares of Boston Private Common Stock owned by Boston Private as treasury stock or otherwise owned by Boston Private or SVB Financial (in each case other than shares of Boston Private Common Stock (i) held in any Boston Private Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties and (ii) shares held, directly or indirectly, in respect of debts previously contracted (collectively, the “Exception Shares”)), shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive, without interest, (i) 0.0228 shares (the “Exchange Ratio”) of the common stock, par value $0.001 per share, of SVB Financial (the “SVB Financial Common Stock”) and (ii) $2.10 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (Page 11)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
1.5          Conversion of Boston Private Common Stock.  At the Effective Time, <omitted>   (a)    <omitted> each share of the common stock, <omitted> of Boston Private issued and outstanding immediately prior to the Effective Time <omitted> shall be converted, <omitted> into the right to receive, without interest, (i) 0.0228 shares <omitted> of the common stock, <omitted> of SVB Financial <omitted> and (ii) $2.10 in cash (Page 11)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
(a)         Subject to Section 2.2(e), each share of the Class A Common Stock, par value $0.01 per share (the “Cadence Class A Common Stock”), of Cadence issued and outstanding immediately prior to the Effective Time and each share of the Class B Non-Voting Common Stock (the “ Cadence Class B Common Stock”), par value $0.01 per share, of Cadence issued and outstanding immediately prior to the Effective Time (collectively, the “Cadence Common Stock”), except for shares of Cadence Common Stock owned by Cadence or BancorpSouth (in each case, other than shares of Cadence Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties, or (ii) held, directly or indirectly, by Cadence or BancorpSouth in respect of debts previously contracted), shall be converted into the right to receive 0.70 shares (the “Exchange Ratio”; and such shares, the “Merger Consideration”) of the common stock, par value $2.50, of BancorpSouth (the “BancorpSouth Common Stock”); it being understood that at and after the Effective Time, pursuant to Section 1.6, the BancorpSouth Common Stock, including the shares issued to former holders of Cadence Common Stock, shall be the common stock of the Surviving Entity. (Page 12)

Question: Type of Consideration
Category: General Information
Answer: All Stock
each share of the Class A Common Stock <omitted> of Cadence issued and outstanding immediately prior to the Effective Time and each share of the Class B Non-Voting Common Stock <omitted> of Cadence issued and outstanding immediately prior to the Effective Time <omitted> except for shares of Cadence Common Stock owned by Cadence or BancorpSouth <omitted> shall be converted into the right to receive 0.70 shares <omitted> of the common stock <omitted> of BancorpSouth (Page 12)

Question: Type of Consideration
Category: General Information
Answer: All Stock
(b)            Treatment of Canyon Newco Common Stock. At the First Effective Time, by virtue of the First Merger and without any action on the part of the Parties or holders of any securities of Canyon Newco or of Crystal Merger Sub, subject to Section 2.1(f) and any applicable withholding Tax, each share of Canyon Newco Common Stock issued and outstanding immediately prior to the First Effective Time (other than Canyon Newco Common Stock to be cancelled in accordance with Section 2.1(c) and other than any Dissenting Shares) shall be automatically converted into the right to receive the following consideration (collectively, the “Merger Consideration”): (i) $16.93 in cash, without interest (the “Per Share Cash Amount”) and (ii) an amount of a validly issued, fully paid and nonassessable Parent Share equal to the Exchange Ratio.

<omitted>

“Exchange Ratio” means 0.33787. (Page 5)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
each share of Canyon Newco Common Stock issued and outstanding immediately prior to the First Effective Time <omitted> shall be automatically converted into the right to receive <omitted> (i) $16.93 in cash <omitted> (ii) an amount of a <omitted> Parent Share equal to the Exchange Ratio.

<omitted>

“Exchange Ratio” means 0.33787. (Page 5)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
1.6 Effect of Merger on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, Company, or the holder of any of the following securities: (a) Each share of the Class A Common Stock, par value $1.00 per share, of Company (the “Class A Common Stock”) issued and outstanding immediately prior to the Effective Time and each share of the Class B Common Stock, par value $1.00 per share, of Company (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Company Common Stock”), except for (i) shares of Company Common Stock owned by Company or Buyer (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans (as defined herein) or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity and (B) held, directly or indirectly, in respect of debts previously contracted (collectively, the “Exception Shares”)) and (ii)   2


Dissenting Shares (as defined herein), if any, shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive $115.28, without interest, in cash (the “Merger Consideration”) and dividends with respect to Company Common Stock with a record date prior to the Effective Time that was declared by Company on such Company Common Stock in accordance with the terms of this Agreement prior to the Closing and which remain unpaid at the Effective Time. (Pages 9-10)

Question: Type of Consideration
Category: General Information
Answer: All Cash
1.6 Effect of Merger on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, Company, or the holder of any of the following securities: (a) Each share of the Class A Common Stock, par value $1.00 per share, of Company (the “Class A Common Stock”) issued and outstanding immediately prior to the Effective Time and each share of the Class B Common Stock, par value $1.00 per share, of Company (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Company Common Stock”), <omitted> shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive $115.28, without interest, in cash (the “Merger Consideration”) (Pages 9-10)

Question: Type of Consideration
Category: General Information
Answer: All Cash
(a)  other than shares of Company Common Stock to be cancelled or converted pursuant to Section 2.03(b) (the “Excluded Shares”), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into, and shall thereafter represent only, the right to receive, 0.396 (the “Exchange Ratio”) Parent ADSs (the “Merger Consideration”), subject to Section 2.08 with respect to fractional Parent ADSs, and immediately following such conversion, shall be automatically cancelled and cease to exist (the “Cancellation”); (Page 24)

Question: Type of Consideration
Category: General Information
Answer: All Stock
(b)            Capital Stock of Golden.   (i)            Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of Golden (“Golden Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares, Converted Shares, or shares of Golden Common Stock subject to a Golden Restricted Share Award) (collectively, the “ Eligible Shares”) shall be converted into the right to receive from Labrador that number of fully paid and nonassessable shares of Labrador Common Stock equal to the Exchange Ratio (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 4.0146. (Page 8)

Question: Type of Consideration
Category: General Information
Answer: All Stock
(iii) Conversion of Company Common Stock. Subject to the other provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares and any Dissenting Shares) shall, at the Effective Time, be converted automatically into and shall thereafter represent the right to receive (A) $220.00 in cash (the “Cash Consideration”) and (B) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (together with the cash in lieu of fractional shares of Parent Common Stock as specified in Section 2.1(d) and the Cash Consideration, the “Merger Consideration”). From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book- entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1. (Page 8)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
Subject to the other provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall, at the Effective Time, be converted automatically into and shall thereafter represent the right to receive (A) $220.00 in cash (the “Cash Consideration”) and (B) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (Page 8)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
WHEREAS, on the Signing Date, Merger Sub will amend the terms of the Offer to provide for a price per Share of $92.00 without interest and after giving effect to any required withholdings as provided in Section 4.2(g) (such amount, or any higher amount per share that may be paid pursuant to the Offer, the “Offer Price”), net to the seller in cash, subject to the terms and conditions set forth in this Agreement; <omitted> “Per Share Merger Consideration” means an amount in cash equal to the Offer Price. <omitted> 4.1. Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any capital stock of the Company or on the part of the sole stockholder of Merger Sub: (a) Merger Consideration. Each Eligible Share shall be converted into the right to receive the Per Share Merger Consideration, and shall cease to be outstanding, shall be cancelled and shall cease to exist, and each Certificate and each Book-Entry Share shall thereafter only represent the right to receive the Per Share Merger Consideration, payable pursuant to Section 4.2. <omitted> 4.2 Delivery of Merger Consideration (Page 32)

Question: Type of Consideration
Category: General Information
Answer: All Cash
WHEREAS, on the Signing Date, Merger Sub will amend the terms of the Offer to provide for a price per Share of $92.00 without interest and after giving effect to any required withholdings as provided in Section 4.2(g) (such amount, or any higher amount per share that may be paid pursuant to the Offer, the “Offer Price”), net to the seller in cash, subject to the terms and conditions set forth in this Agreement; <omitted> “Per Share Merger Consideration” means an amount in cash equal to the Offer Price. <omitted> 4.1. Effect of the Merger on Capital Stock. At the Effective Time <omitted> Each Eligible Share shall be converted into the right to receive the Per Share Merger Consideration (Page 32)

Question: Type of Consideration
Category: General Information
Answer: All Cash