theatticusproject/maud huggingface dataset:
Section 6.02 No Solicitation by the Company. <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a statement disclosing that the Company recommends rejection of such tender or exchange offer (or shall have withdrawn  any  such  rejection  thereafter)  or  (C)  the Company  has  committed  a  Willful  Breach  of Section 6.02  or Section  8.04(a), provided, that  this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 No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 6.02 No Solicitation by the Company. <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 Section 6.02  <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 No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 6.4 No Company Solicitation. <omitted> Section 8.1 Termination. <omitted> (c) <omitted> Parent shall have the right to terminate <omitted> if: (i) at any time prior to the Company’s receipt of the Company Stockholder Approval, <omitted> (B) the Company shall have breached any of the Company’s obligations under Section 6.4 in any material respect <omitted> 
Section 8.3 Termination Fee; Expense Reimbursements. 
(a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (i) Parent pursuant to Section 8.1(c)(i);  <omitted>  the Company shall pay to Parent <omitted> a fee <omitted> (the “Company Termination Fee”) (Page 88)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 6.4 No Company Solicitation. <omitted> Section 8.1 Termination. <omitted> (c) <omitted> Parent shall have the right to terminate <omitted> if: (i) at any time prior to the Company’s receipt of the Company Stockholder Approval, <omitted> (B) the Company shall have breached any of the Company’s obligations under Section 6.4 in any material respect <omitted> 
Section 8.3 Termination Fee; Expense Reimbursements. 
(a) Company Termination Fee Payable to Parent. If this Agreement is terminated by: <omitted> (i) Parent pursuant to Section 8.1(c)(i); <omitted>  the Company shall pay to Parent <omitted> a fee <omitted> (the “Company Termination Fee”) (Page 88)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.9           Acquisition Proposals. (a) Boston Private shall not, <omitted> solicit, <omitted> any Acquisition Proposal <omitted> 8.1           Termination.  This Agreement may be terminated <omitted> (e) by SVB Financial, prior to such time as the Requisite Boston Private Vote is obtained, if 
<omitted> (B) Boston Private or the Boston Private Board of Directors shall have breached its obligations under <omitted> Section 6.9 in any material respect. <omitted>  8.2           Effect of Termination. <omitted> (b) <omitted> (ii)      In the event that this Agreement is terminated by SVB Financial pursuant to Section 8.1(e) (or this Agreement is terminated pursuant to Section 8.1(c) but at the time of such termination SVB Financial could have terminated this Agreement pursuant to Section 8.1(e)), then Boston Private shall pay SVB Financial, by wire transfer of same day funds, the Termination Fee within two business days of the date of termination. (Page 81)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.9           Acquisition Proposals. (a) Boston Private shall not, <omitted> solicit, <omitted> any Acquisition Proposal <omitted> 8.1           Termination.  This Agreement may be terminated <omitted> (e) by SVB Financial, prior to such time as the Requisite Boston Private Vote is obtained, if 
<omitted> (B) Boston Private or the Boston Private Board of Directors shall have breached its obligations under <omitted> Section 6.9 in any material respect. <omitted>  8.2           Effect of Termination. <omitted> (b) <omitted> (ii)      In the event that this Agreement is terminated by SVB Financial pursuant to Section 8.1(e) <omitted> then Boston Private shall pay SVB Financial, <omitted> the Termination Fee (Page 81)

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
6.14       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 <omitted> : <omitted> 
(f) by BancorpSouth, if <omitted> (ii) Cadence or the Board of Directors of Cadence shall have breached its obligations under Section <omitted> 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 <omitted> the Termination Fee (Page 82)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
Section 5.3 Solicitation by the Company. <omitted> Section 8.1            Termination. <omitted> (d) by Parent, <omitted> if  <omitted> (iii) the Company has committed a material breach of Section 5.3 <omitted> (ii)        If Parent terminates this Agreement pursuant to Section 8.1(d), within three (3) business days after such termination, the


Company shall pay or cause to be paid to Parent the Company Termination Fee. (Pages 36-37)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.9 Acquisition Proposals.<omitted> 
8.1 Termination. This Agreement may be terminated <omitted> (f) by Buyer, <omitted> if Company or the Board of Directors of Company <omitted> (v) materially breaches its obligations under Section 6.3 or Section 6.9.
<omitted> 
8.2 Effect of Termination. <omitted> (b) <omitted> (ii) In the event that this Agreement is terminated by Buyer pursuant to Section 8.1(f), then Company shall pay Buyer, 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 65)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.9 Acquisition Proposals.<omitted> 
8.1 Termination. <omitted> if Company or the Board of Directors of Company <omitted> (v) materially breaches its obligations under <omitted> Section 6.9.
<omitted> 
8.2 Effect of Termination. <omitted> (b) <omitted> (ii) In the event that this Agreement is terminated by Buyer pursuant to Section 8.1(f), then Company shall pay Buyer <omitted> the Termination Fee (Page 65)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
9.4. Termination by Parent. Subject to Section 9.5(a), this Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Effective Time by Parent: <omitted> (b) at any time prior to the time the Requisite Company Vote is obtained, if <omitted> (ii) the Company shall have materially breached the obligations set forth in Section 7.2(a) (No Solicitation). 9.5. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated and the transactions contemplated by this Agreement abandoned pursuant to this Article IX: <omitted> (ii) by Parent pursuant to Section 9.4(b) (Change of Recommendation; Non-Solicit Breach), then the Company shall pay or cause to be paid to Parent the Termination Fee by wire transfer of immediately available funds within three Business Days following the date of such termination and abandonment (Page 61)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
9.4. Termination by Parent. <omitted> this Agreement may be terminated <omitted> by Parent: <omitted> (b) at any time prior to the time the Requisite Company Vote is obtained, if <omitted> (ii) the Company shall have materially breached the obligations set forth in Section 7.2(a) (No Solicitation). 9.5. Notice of Termination; Effect of Termination and Abandonment. <omitted> (c) In the event this Agreement is terminated <omitted> (ii) by Parent pursuant to Section 9.4(b) ( <omitted> Non-Solicit Breach), then the Company shall pay or cause to be paid to Parent the Termination Fee (Page 61)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.12 Acquisition Proposals.
 <omitted>
 
 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:
 <omitted>
 
 (i) by the BancShares Parties, prior to the time the Requisite CIT Vote is obtained, if (i) CIT or the Board of Directors of CIT shall have made a Recommendation Change or (ii) CIT or the Board of Directors of CIT shall have breached its obligations under Section 6.3 or 6.12 in any material respect.
 <omitted>
 
 8.2 Effect of Termination.
 <omitted>
 
 (b) <omitted> (ii) In the event that this Agreement is terminated by CIT pursuant to Section 8.1(f) or by the BancShares Parties pursuant to Section 8.1(i), then CIT shall pay BancShares, by wire transfer of same- day funds, the Termination Fee within two (2) business days of the date of termination. (Page 69)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
6.12 Acquisition Proposals.
 <omitted>
 
 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:
 <omitted>
 
 (i) by the BancShares Parties, <omitted> if <omitted> (ii) CIT or the Board of Directors of CIT shall have breached its obligations under <omitted> 6.12 in any material respect.
 <omitted>
 
 8.2 Effect of Termination.
 <omitted>
 
 (b) <omitted> (ii) In the event that this Agreement is terminated by CIT pursuant to Section 8.1(f) or by the BancShares Parties pursuant to Section 8.1(i), then CIT shall pay BancShares, by wire transfer of same- day funds, the Termination Fee within two (2) business days of the date of termination. (Page 69)

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
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 <omitted> Section 8.1(e) (No Solicitation by the Company), then the Company shall pay Parent the Company Termination Fee (Page 84)

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
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) <omitted> the Company shall pay to Parent <omitted> the “Company Termination Fee” (Page 80)

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 6.03. No Solicitation by the Company. <omitted> Section 10.01. Termination. This Agreement may be terminated <omitted> (c) by Parent, if:  <omitted> (iv) the Company shall have willfully breached any of its obligations under ​Section 6.03 <omitted> in any material respect <omitted> Section 10.03.  Termination Fees. (a) If this Agreement is terminated:   (i)    by Parent pursuant to ​<omitted> ​Section 10.01(c)(iv) 
<omitted> then, in each case, the Company shall pay to Parent <omitted> 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
6.13 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 NYCB, prior to such time that the Requisite Flagstar Vote is obtained, if <omitted> (ii) Flagstar or the Board of Directors of Flagstar shall have breached its obligations under Section 6.3 or 6.13 in any material respect. <omitted> 8.2 Effect of Termination. <omitted> (ii) In the event that this Agreement is terminated by NYCB pursuant to Section 8.1(f), then Flagstar shall pay NYCB, 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
6.13 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 NYCB, prior to such time that the Requisite Flagstar Vote is obtained, if <omitted> (ii) Flagstar or the Board of Directors of Flagstar shall have breached its obligations under Section <omitted> 6.13 in any material respect. <omitted> 8.2 Effect of Termination. <omitted> (ii) In the event that this Agreement is terminated by NYCB pursuant to Section 8.1(f), then Flagstar shall pay NYCB <omitted> the Termination Fee (Page 71)

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 5.3 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) <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 <omitted> the Company Termination Fee (Page 85)

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