theatticusproject/maud huggingface dataset:
SECTION 7.8. No Solicitation. <omitted> SECTION 9.1. Termination. This Agreement may be terminated <omitted> (c) by Parent by written notice to the Company at any time prior to the Acceptance Time, if: <omitted> (ii) the Company shall have violated or breached in any material respect any of its obligations under Section 7.8; <omitted> SECTION 9.3. Termination Fee and Expenses. <omitted> (b) In the event that: (i) this Agreement is terminated by Parent pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii); <omitted> then, in any such event under clause (i), (ii) or (iii) of this Section 9.3(b), the Company shall pay to Parent, in cash at the time specified in the next sentence, a nonrefundable termination fee of $65,000,000 (the “Termination Fee”).  (Page 85)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.3 Company Acquisition Proposals. <omitted> (b) <omitted> the Company shall not <omitted> (i) solicit, initiate or knowingly encourage or knowingly induce or facilitate the making, submission or announcement of any inquiries, proposals or offers constituting or that would reasonably be expected to lead to a Company Acquisition Proposal, <omitted> Section 7.1 Termination. This Agreement may be terminated <omitted> (c) by Parent: <omitted> (iii) a Willful Breach by the Company of Section 5.3(b) that cannot be or has not been cured within three (3) Business Days after the giving by Parent of written notice to the Company of such breach. <omitted> Section 7.3 Fees and Expenses. (a) In the event that: <omitted> (vi) this Agreement is terminated by Parent pursuant to Section 7.1(c)(iii) and within twelve (12) months after the date of any such termination, (x) the Company enters into a definitive agreement with respect to any Company Competing Proposal or (y) any Company Competing Proposal is consummated, the Company shall pay to Parent or its designee by wire transfer of same day funds to the account or accounts designated by Parent or such designee the Company Termination Fee within two (2) Business Days  (Page 85)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.4 No Company Solicitation. <omitted>
Section 7.1      Termination. <omitted> (c) Termination by Parent. Parent shall have the right to terminate this Agreement <omitted> (ii)(1) the Company has committed a Willful Breach of Section 5.4 <omitted> (a)          Termination Fees.   (i)            Termination Fee. If (1)(A) Parent terminates this Agreement under Section 7.1(c)(i) or Section 7.1(c)(ii) or  (Page 32)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.14 No Solicitation; Change of Recommendation. <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 No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 6.03. No Solicitation by the Company. <omitted> Section 10.01. Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned at any time prior to the Effective Time (notwithstanding receipt of the Company Stockholder Approval): <omitted> (c) by Parent, if: <omitted> (iv) the Company shall have willfully breached any of its obligations under ​Section 6.03 or ​Section 6.04 in any material respect other than in the case where (w) such breach is a result of an isolated action by a Representative of the Company (other than a director or officer of the Company), (x) such breach was not caused by, or within the knowledge of, the Company, (y) the Company takes appropriate actions to remedy such breach promptly upon discovery thereof, and (z) Parent is not harmed as a result thereof; provided that in no event shall Parent be entitled to terminate this Agreement pursuant to this ​Section 10.01(c)(iv) following the receipt of the Company Stockholder Approval; <omitted> Section 10.03.  Termination Fees. (a) If this Agreement is terminated:  (i)    by Parent pursuant to ​Section 10.01(c)(i) or ​Section 10.01(c)(iv) or by the Company or Parent pursuant to any other provision of ​Section 10.01 at a time when this Agreement was terminable by Parent pursuant to ​Section 10.01(c)(i) or ​Section 10.01(c)(iv);  <omitted> then, in each case, the Company shall pay to Parent (or a Person designated by Parent), in cash at the time specified in the following sentence, a fee in the amount of $206,000,000 (the “Company Termination Fee”).  (Page 119)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 7.3 Expenses; Termination Fees. <omitted> (b) Termination Fee. <omitted> (ii) In the event that this Agreement is terminated by Pi pursuant to Section 7.1(c)(ii) [Lambda Adverse Recommendation Change] or Section 7.1(c)(iii) [Lambda Material Breach of Non-Solicitation], then Lambda shall pay to Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (Page 93)

Section 7.3 Expenses; Termination Fees. <omitted> (b) Termination Fee. <omitted> (v) In the event that this Agreement is terminated by either party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (A) the Lambda Stockholder Approval shall not have been obtained and (B) Pi would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) [Lambda Adverse Recommendation Change] or Section 7.1(c) (iii) [Lambda Material Breach of Non-Solicitation], then Lambda shall pay to Pi the Lambda Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (Page 94)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.9 No Solicitation; Change in Company Board Recommendation. <omitted> 8.1 Termination. This Agreement may be terminated <omitted> (c) No Company Recommendation – by Parent, at any time prior to such time as the Company Shareholder Approval is obtained, in the event (i) the Company shall have breached in any material respect Section 6.9; <omitted> 8.3 Fees and Expenses. <omitted> (b) Company Termination Fee. (i) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(d) (Company Superior Proposal) or Parent pursuant to Section 8.1(c) (No Company Recommendation), then the Company shall pay Parent a fee, in immediately available funds, in the amount of $12,000,000 (the “Company Termination Fee”) by wire transfer to an account specified by Parent promptly, but in any event prior to or concurrently with a termination pursuant to Section 8.1(d) or no later than two (2) Business Days after the date of termination pursuant to Section 8.1(c). (Page 78)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
8.1           Termination. This Agreement may be terminated 

<omitted>

(e)             by Parent, if the Company, its Subsidiaries or any of the Company’s directors or executive officers shall have Willfully and Materially Breached the obligations set forth in Section 6.3(b) (No Solicitation by the Company)

8.3           Expenses and Other Payments.

<omitted>

(b)               If Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation) or Section 8.1(e) (No Solicitation by the Company), then the Company shall pay Parent the Company Termination Fee, in each case, in cash by wire transfer of immediately available funds to an account designated by Parent no later than three (3) Business Days after notice of termination of this Agreement.  (Page 84)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 6.02    No Solicitation. (a)    Except as expressly permitted by this Section 6.02, and subject to Section 6.03(b)  and Section 6.03(c), until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Section 8.01: (i)    the Company shall not, and shall cause its Subsidiaries not to, and instruct its and their respective Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub in accordance  with  this Section 6.02),  (A)  solicit,  initiate, knowingly facilitate or knowingly encourage (including by way of supplying non-public information) any Acquisition Proposal or any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal 

<omitted>

Section 8.01    Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:
<omitted>
(g)    by Parent <omitted> if <omitted> (ii) the Company shall have committed a material breach of any of its obligations under Section 6.02 or Section 6.03;

<omitted>

Section 9.04    Fees and Expenses. <omitted>
(b)    In the event that:   (i)    this Agreement is terminated pursuant to Section 8.01(g);  (Page 89)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.2 No Solicitation; Recommendations. <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 No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.09    No Solicitation by Company. <omitted>

Section 7.01 Termination.  <omitted>

(f)Failure to Recommend.
(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) materially breaches its obligations under <omitted> Section 5.09. <omitted>

Section   7.02    Termination  Fee. <omitted>


(i) Company shall pay to Buyer <omitted> 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) (Page 87)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.1 No Solicitation by the Company. <omitted> 
8.1 Termination. This Agreement may be terminated only pursuant to this Section 8.1. This Agreement may be terminated and the Merger may be abandoned, whether before or after the Company Stockholder Approval (except as otherwise expressly noted) or the approval of the adoption of this Agreement by the sole stockholder of Merger Sub (with respect to Sections 8.1(b) 63 through 8.1(l), by written notice by the terminating party to the other party specifying the provisions of this Agreement pursuant to which such termination is effected): <omitted> 
(e) by Parent, prior to the Effective Time, if: <omitted> (iii) the Company shall have materially breached its obligations under Section 6.1 <omitted> 

8.3 Termination Payment and Expenses. <omitted> 
(b) In the event this Agreement is validly terminated: <omitted> (ii) by Parent pursuant to Section 8.1(e); <omitted> then, in each case, the Company will pay Parent as consideration for the disposition of rights acquired under this Agreement an aggregate amount equal to $12,000,000 (the “Company Termination Fee”) (Page 71)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 6.06 No Solicitation of Transactions. <omitted> Section 8.01 Termination. This Agreement may be terminated <omitted> (e) by Parent, prior to the receipt of the Company Required Vote, if <omitted> (ii) the Company shall have Willfully Breached its obligations or agreements in Section 6.06 (provided that for purposes of this Section 8.01(e)(ii), a Willful Breach by any Representative of the Company of clauses (A) and (B) of Section 6.06 (treating each such Representative as being bound to such covenant in the same manner as the Company as a direct party thereto) shall be deemed to be a Willful Breach of the Company) <omitted> Section 8.02 Fees and Expenses. <omitted> (i) If this Agreement is terminated (A) by the Company pursuant to Section 8.01(d) or (B) by Parent pursuant to Section 8.01(e), the Company shall pay Parent, as liquidated damages and not as a penalty, the Company Termination Fee.  (Page 59)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.14       Acquisition Proposals. (a) Each party agrees that it will not <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 Cadence Vote or the Requisite BancorpSouth Vote: <omitted> 
(f) by BancorpSouth, if <omitted> (ii) Cadence or the Board of Directors of Cadence shall have breached its obligations under Section 6.4 or 6.14 in any material respect. 

<omitted> 

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

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.06 Acquisition Proposal. (a) From the date of this Agreement through the first to occur of the Effective Time or the termination of this Agreement, Premier Financial shall not, and shall cause any of its Subsidiaries and the officers, directors, employees, advisors and other agents of Premier Financial and its Subsidiaries not to, <omitted> (i) solicit, initiate, encourage, facilitate <omitted> or induce any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, <omitted> 
8.01 Termination. This Agreement may be terminated, and the Merger may be abandoned: <omitted> 
(f) By: <omitted> (ii) Peoples prior to the time the Requisite Premier Financial Vote is obtained, if <omitted> (B) Premier Financial or its Board of Directors has breached its obligations under <omitted> Section 6.06 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 No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.2. No Solicitation. <omitted> 
Section 7.1.Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Closing (notwithstanding any approval of this Agreement by the stockholders of the Company, except as otherwise provided below): <omitted> (f) by Parent, at any time prior to obtaining the Company Stockholder Approval, upon prior written notice to the Company, if the Company shall have materially breached any of its covenants and agreements under Section 5.2; <omitted>
Section 7.3. Expenses; Termination Fee. <omitted> (b) If: <omitted>(ii)            this Agreement is terminated by Parent pursuant to <omitted> Section 7.1(f);   (iii)            this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d), or by the Company pursuant to Section 7.1(b), and, in each such case, at the time of such termination, Parent had the right to terminate this Agreement pursuant to Section 7.1(e) or Section 7.1(f);  <omitted> then, in the case of each of clauses (i) through (iv), the Company shall pay to Parent (or Parent’s designee), in cash at the time specified in the next sentence, a termination fee in the amount of $12,900,000 (the “Termination Fee”).or  (Page 35)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
7.2. Acquisition Proposals; Change of Recommendation. (a) No Solicitation. <omitted> 9.4. Termination by Parent. This Agreement may be terminated <omitted> by Parent: <omitted> (b) at any time prior to the time, but not after, the Requisite Company Vote is obtained, if <omitted> (ii) the Company shall have committed a Willful Breach of Section 7.2. 9.5. Notice of Termination; Effect of Termination. <omitted> (c) The Company shall pay to Parent, by wire transfer of immediately available funds, the Company Termination Fee, if this Agreement is terminated: <omitted> (ii) by Parent pursuant to Section 9.4(b) (Company Recommendation Matters), (Page 91)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
4.2 Company No Solicitation. <omitted>
6.1 Termination. <omitted>
(d) by Parent at any time prior to obtaining the Required Company Stockholder Vote if <omitted> (ii) in the event the Company shall have materially breached Section 4.2 <omitted>
(a) If this Agreement is terminated by the Company pursuant to Section 6.1(e), by Parent pursuant to Section 6.1(d), or by either Parent or the Company pursuant to Section 6.1(b) or Section 6.1(f) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 6.1(d), then, within two (2) Business Days after the termination of this Agreement (or, in the case of a termination pursuant to Section 6.1(e), at or prior to termination), the Company shall cause to be paid to Parent the Termination Fee.  (Page 74)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
SECTION 7.03      No Solicitation. <omitted>
SECTION  9.03      Fees and Expenses. All expenses incurred in connection with this Agreement, the Transactions, the solicitation of stockholder approvals and all other matters related to the Transactions shall be paid by the party incurring such expenses, whether or not the Merger or any other Transaction is consummated, except as otherwise set forth in this Agreement; <omitted> (a) If this Agreement shall be terminated: <omitted> (ii) (A) by Parent pursuant to Section 9.01(c)(ii)(A) or pursuant to any clause of Section 9.01 if prior to such termination the Company shall have breached Section 7.03 in any material respect, or (B) the Company pursuant to Section 9.01(d)(ii), then the Company shall pay to Parent (or its designee) the Company Termination Fee in accordance with Section 9.03(b); (Page 35)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.4 No Company Solicitation. <omitted> Section 7.1 Termination. <omitted> (c) Termination by Parent. Parent shall have the right to terminate this Agreement: (i) <omitted> if <omitted> (B) (1) the Company has committed a Willful Breach of Section 5.4 <omitted> (i) Parent terminates this Agreement under Section 7.1(c)(i) or <omitted> the Company shall pay to Parent a fee of $66,000,000 in cash (the “Company Termination Fee”),  (Page 80)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
5.4 No Solicitation. <omitted> 8.1 Termination. This Agreement may be terminated <omitted> (d) by Parent at any time prior to the Offer Acceptance Time, if, whether or not permitted to do so: <omitted> (iv) the Company shall have knowingly and intentionally breached any of its obligations pursuant to Section 5.4 or Section 6.1 in any material respect; <omitted> (ii) this Agreement is terminated by Parent pursuant to Section 8.1(d); <omitted> the Company shall pay to Parent or its designee the Termination Fee (Page 72)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 6.02    No Solicitation. (a)    Except as expressly permitted by this Section 6.02, and subject to Section 6.03(b)  and Section 6.03(c), until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to Section 8.01: (i)    the Company shall not, and shall cause its Subsidiaries not to, and instruct its and their respective Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub in accordance  with  this Section 6.02),  (A)  solicit,  initiate, knowingly facilitate or knowingly encourage (including by way of supplying non-public information) any Acquisition Proposal or any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal 

<omitted>

Section 8.01    Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Closing:
<omitted>
(g)    by Parent <omitted> if <omitted> (ii) the Company shall have committed a material breach of any of its obligations under Section 6.02 or Section 6.03;

<omitted>

Section 9.04    Fees and Expenses. <omitted>
(b)    In the event that:   (i)    this Agreement is terminated pursuant to Section 8.01(g); (Page 89)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 6.02    No Solicitation. (a)   <omitted> (i)    the Company shall not <omitted> (A)  solicit,  initiate, knowingly facilitate or knowingly encourage (including by way of supplying non-public information) any Acquisition Proposal or any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal 

<omitted>
Section 8.01    Termination. This Agreement may be terminated
<omitted>
(g)    by Parent <omitted> if <omitted> (ii) the Company shall have committed a material breach of any of its obligations under Section 6.02

<omitted>

Section 9.04    Fees and Expenses. <omitted>
(b)    In the event that:   (i)    this Agreement is terminated pursuant to Section 8.01(g); (Page 89)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes