theatticusproject/maud huggingface dataset:
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 Section 7.1(e) or 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 <omitted> Section 7.1(f); or  <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”). (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 <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 5.4 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 <omitted> Section 7.1(c)(ii) (Page 32)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
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
6.3          No Solicitation by NIC. <omitted> 8 . 1          Termination.  Subject to the provisions of this ARTICLE VIII, this Agreement may be terminated <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), <omitted> NIC shall pay to Tyler the Termination Fee. (Page 50)

Question: Breach of No Shop
Category: Deal Protection and Related Provisions
Answer: Yes
SECTION 7.8. 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 7.8. No Solicitation. <omitted> SECTION 9.1. Termination. This Agreement may be terminated  <omitted> (c) by Parent <omitted> 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 <omitted> Section 9.1(c)(ii); <omitted> then <omitted> the Company shall pay to Parent <omitted> a <omitted> 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 5.2 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 5.2 No Solicitation; Recommendations. <omitted> Section 7.1 Termination. This Agreement may be terminated <omitted> (c) by Parent, prior to, but not after, the time the Company Stockholder Approval is obtained, if <omitted> (iv) the Company Board <omitted> shall <omitted> have breached or failed to perform any obligation set forth in Section 5.2 <omitted> 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 (Page 103)

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
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 <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 <omitted> Peoples pursuant to Section 8.01(f), then Premier Financial shall pay Peoples <omitted> the Termination Fee (Page 69)

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
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 <omitted> Section 8.02 Fees and Expenses. <omitted> (i) If this Agreement is terminated <omitted> (B) by Parent pursuant to Section 8.01(e), the Company shall pay Parent <omitted> the Company Termination Fee. (Page 59)

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
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 <omitted> Section 8.1(d) (No Solicitation by the Company), then the Company shall pay Parent the Company Termination Fee “Company Termination Fee” means $17,000,000. (Page 83)

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
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 <omitted> by Parent pursuant to Section 6.1(d) <omitted> 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 7.3 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 7.3 Expenses; Termination Fees.
<omitted>
(b) Termination Fee.
<omitted>
(ii)    In the event that this Agreement is terminated by Central pursuant to <omitted> or 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
8.2. Shareholder Approvals.   Each of Bridge Bancorp and DCB shall call a meeting of its shareholders (the “Bridge Bancorp Meeting” and the “DCB Meeting,” respectively) to be held as soon as reasonably practicable after the Merger Registration Statement is declared effective, for the purpose of obtaining (a) the Requisite DCB Vote and the Requisite Bridge Bancorp Vote required in connection with this Agreement and the Merger, <omitted> 11.1. Termination.   This Agreement may be terminated at any time prior to the Closing Date, whether before or after approval of the Merger by the shareholders of DCB: <omitted> 11.1.5.  By Bridge Bancorp, if (i) DCB or the Board of Directors of DCB shall have made a Recommendation Change, or (ii) DCB or the Board of Directors of DCB shall have breached its obligations under Section 8.2 or 7.5 in any  respect; <omitted> 11.2. Effect of Termination. <omitted> (ii) In the event that this Agreement is terminated by Bridge Bancorp pursuant to Section 11.1.5, then DCB shall pay Bridge Bancorp, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination.  (Page 84)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
6.3 Shareholders’ Approval and Stockholder Approval. (a) Each of Parent and the Company shall <omitted> hold a meeting of its shareholders and stockholders, respectively (the “Parent Meeting” and the “Company Meeting,” respectively) as soon as reasonably practicable
<omitted> 
8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Company Vote or the Requisite Parent Vote: 
<omitted> 
(f) by Parent, if <omitted> (ii) the Company or the Board of Directors of the Company shall have breached its obligations under Section 6.3 or 6.15 in any  respect. 
<omitted> 
8.2 Effect of Termination. 
<omitted> 
(ii) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay Parent, by wire transfer of same-day funds, the Termination Fee within two (2) business days of the date of termination.  (Page 71)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
Section 5.4 Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Special Meeting. <omitted> 

Section 8.1 Termination. This Agreement may be terminated and the Mergers and the other Transactions may be abandoned (except as otherwise provided below, whether before or after receipt of the Company Stockholder Approval, if applicable) as follows: <omitted> 
(d) by Parent, prior to the receipt of the Company Stockholder Approval, if <omitted> (iii) the Company has committed a  breach of Section 5.3 or Section 5.4 (and such breach is not curable, or if curable, has not been cured within ten business days after the receipt of notice thereof by the Company from Parent); <omitted>

Section 8.2 Effect of Termination. <omitted> (b) Termination Fees. <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 Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
4.5    Meeting of the Company’s Stockholders; Company Change in Recommendation. <omitted> 6.3    Termination Fees. <omitted> (c)    If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(f) or by Parent pursuant to Section 6.1(h) (ii) as a result of a  breach of the covenants or agreements set forth in Section 4.2 or Section 4.5 <omitted> the Company shall cause to be paid to Parent the Termination Fee.  (Page 69)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
6.3           Boston Private Shareholder Approval. 

(a)    Boston Private shall call a meeting of its shareholders (the “Boston Private Meeting”) to be held as soon as reasonably practicable <omitted> for the purpose of obtaining the Requisite Boston Private Vote required in connection with this Agreement and the Merger  <omitted> 
8.1           Termination.  This Agreement may be terminated at any time 
<omitted> 
(e)    by SVB Financial, prior to such time as the Requisite Boston Private Vote is obtained, if <omitted> Boston Private or the Boston Private Board of Directors shall have breached its obligations under Section 6.3 <omitted> in any  respect <omitted>  8.2           Effect of Termination. <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 Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
6.3 Company Shareholder Approval. 
<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
<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 Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No
the meeting of the Company’s stockholders held for the purpose of approving and adopting this Agreement and the Transactions, including the Merger (including any adjournment or postponement thereof, the “Company Stockholders Meeting”). <omitted> Section 6.3       Company Stockholders Meeting. The Company <omitted> shall (a) <omitted> take all action necessary to <omitted> hold the Company Stockholders Meeting; <omitted> Section  8.4       Termination by Parent. This Agreement may be terminated by Parent (with any termination by Parent also being an effective termination by Merger Sub): (a )       If <omitted> (iii) the Company or the Company Board has breached its obligations under Section 6.3 <omitted> in any  respect;  <omitted> Section 8.6          Termination Fee; Expense Reimbursements.   (a)          Termination Fee.   (i)         If this Agreement is terminated by Parent pursuant to Section 8.4(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), within five Business Days after such termination, a fee in an amount equal to the Termination Fee. (Page 69)

Question: Breach of Meeting Covenant
Category: Deal Protection and Related Provisions
Answer: No