theatticusproject/maud huggingface dataset:
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 ly breached any of its obligations under ​Section 6.03 or ​Section 6.04 in any  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: No
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  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: No
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  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: No
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    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: No
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) 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: No
Section 4.2 Company No Solicitation. <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 ly Breached in any  respect Section 4.2 <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. (Page 104)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: No
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) 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: No
6.13        Acquisition Proposals. <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> 

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 <omitted> 6.13 in any  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 No Shop
Category: Deal Protection and Related Provisions
Answer: No
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  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: No
6.3          No Solicitation by NIC. <omitted> 8 . 1          Termination.  Subject to the provisions of this ARTICLE VIII, this Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time as follows: <omitted> (f)                    by Tyler,  if,  prior  to  obtaining  the  NIC  Stockholder Approval, <omitted> (ii) NIC shall be in willful breach of Section 6.3(a); <omitted> 8.2 Effect of Termination. <omitted> (b) Termination Fee. <omitted> (ii)          If Tyler terminates this Agreement pursuant to Section 8.1(f), within two Business Days after such termination, NIC shall pay to Tyler the Termination Fee.  (Page 50)

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 Central pursuant to <omitted> Section 7.1(c)(iii) [East Material Breach of Non-Solicitation], then East shall pay to Central the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination.  (Page 98)

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
Section 6.03 No Solicitation

<omitted>

Section 8.03 Termination by Parent. This Agreement may be terminated, and the transactions contemplated by this Agreement may be abandoned by Parent: (a) if, prior to the Offer Closing:  <omitte>  (iii) the Company shall have breached or failed to perform in any material respect any of its covenants and agreements set forth in Section 6.03; 

<omitted>

Section 8.06 Fees Following Termination

(a) If this Agreement is properly terminated by Parent in accordance with Section 8.03(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within two (2) Business Days after such termination, a fee in an amount equal to the Termination Fee. (Page 72)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
8.1 Termination. This Agreement may be terminated <omitted> (d) by Parent, if the Company, its Subsidiaries or any of the Company’s Representatives shall have willfully or materially breached the agreements and obligations set forth in Section 6.3(b) (No Solicitation by the Company). <omitted> 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(d) (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. “Company Termination Fee” means $17,000,000.  (Page 83)

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
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
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
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
4.3. No Solicitation. <omitted> 7.1. Termination. This Agreement may be terminated <omitted> (f) by Parent, if at any time the (i) Company is in material breach of its obligations under Section 4.3 or Section 5.1 and has not cured such breach within five (5) business days of receipt of a notice of such breach from Parent <omitted> 7.3. Expenses; Termination Fee. <omitted> (b) Company Payments. <omitted> (ii) If this Agreement is validly terminated (A) pursuant to Section 7.1(d) at a time when Parent had the right to terminate pursuant to Section 7.1(f) or (B) pursuant to Section 7.1(f), then the Company must promptly (and in any event within two business days) following such termination pay to Parent the Company Termination Fee. (Page 66)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
7.3 Other Offers, etc. <omitted> 

9.1 Termination. <omitted> this Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time: <omitted> (e) By Buyer <omitted> in the event that <omitted> (iii) SB shall have failed to comply in all material respects with its obligations under Section 7.1 or 7.3; <omitted>

9.3 Termination Fee. (a) If Buyer terminates this Agreement pursuant to Section 9.1(e) of this Agreement or SB terminates this Agreement pursuant to Section 9.1(f) of this Agreement, then SB shall, on the date of termination, pay to Buyer the sum of $11.50 million (the “Termination Fee”). (Page 26)

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
6.12 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
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 5.2 No Solicitation; Company Change in Recommendation. <omitted>

Section 8.1 Termination. This Agreement may be terminated and the Offer and Mergers and the other Transactions may be abandoned at anytime before the Offer Acceptance Time, as follows: <omitted> (d) by Parent if Section <omitted> (ii) a willful and material breach of ​Section 5.2 shall have occurred <omitted> 

8.2 Effect of Termination. <omitted> (b) In the event that: <omitted> (iii) this Agreement is terminated by Parent pursuant to ​Section 8.1(d);   then <omitted> the Company shall pay Parent or its designee the Company Termination Payment (Page 35)

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