Sansaboo/maud huggingface dataset:
“Acquisition Proposal” means any inquiry, proposal or offer <omitted> relating to (A) a merger <omitted> or similar transaction involving the Company or any of its Subsidiaries, which is structured to permit such Person or group of Persons to, directly or indirectly, acquire beneficial ownership of <omitted> 20% or more of the consolidated net revenues, net income or total assets of the Company and its Subsidiaries, taken as a whole  <omitted> “Superior Proposal” means any bona fide written Acquisition Proposal <omitted> provided, that for purposes of the definition of “Superior Proposal,” the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.” (Page 46)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Superior Proposal” means a bona fide written Acquisition Proposal, made after the date of this Agreement, that, if the transactions or series of related transactions contemplated thereby were consummated, would result in a Person or Group (other than Parent, Merger Sub or any of their Subsidiaries or any Group of which Parent, Merger Sub or any of their Subsidiaries is a member) becoming the beneficial owner of, directly or indirectly, at least 50 percent of the: (a) total voting power of the equity securities of the Company (or of the surviving entity in a merger involving the Company or the resulting, direct or indirect, parent of the Company or such surviving entity); or (b) consolidated net revenues, net income or total assets of the Company and its Subsidiaries, in each case of the foregoing clauses (a) and (b) of this definition, as of the date of such Acquisition Proposal, that the Company Board has determined in good faith, after consultation with outside legal counsel and its financial advisor, that (i) if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement (after taking into account any revisions to the terms and conditions of this Agreement proposed by Parent pursuant to Section 6.02(d)(iii)) and (ii) is reasonably likely to be consummated, taking into account any legal, financial, regulatory and financing aspects (including the existence of a financing contingency), and the likelihood and timing of consummation thereof. (Page 10)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Superior Proposal” means a <omitted> Acquisition Proposal <omitted> that <omitted> would result in a Person or Group <omitted> becoming the beneficial owner of <omitted> at least 50 percent of the <omitted> (b) consolidated net revenues, net income or total assets of the Company and its Subsidiaries (Page 10)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Acquisition Proposal” means any proposal or offer <omitted> relating to, in a single transaction or series of related transactions, (a) any (i) direct or indirect acquisition or license of the assets or business of the Company or any of its Subsidiaries (including securities, assets or business of the Subsidiaries of the Company) equal to more than 15% of the Company’s consolidated assets or to which more than 15% of the Company’s revenues or earnings on a consolidated basis are attributable <omitted> “Superior Proposal” means any bona fide written Acquisition Proposal <omitted> with all of the percentages included in the definition of Acquisition Proposal increased from 15% to 50% (Page 37)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
(f) As used in this Agreement, “Company Takeover Proposal” shall mean a proposal or offer from any Person (other than Parent) providing for any (i) merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving the Company or any of its Subsidiaries, pursuant to which any such Person (or the stockholders of such Person) or group would own or control, directly or indirectly, twenty percent (20%) or more of the voting power of the Company, (ii) sale, lease, license, dissolution or other disposition, directly or indirectly, of assets of the Company (including the equity interests of any of its Subsidiaries) or any Subsidiary of the Company representing twenty percent (20%) or more of the consolidated assets, revenues or EBITDA of the Company and its Subsidiaries, taken as a whole, as of or for the fiscal year ending, as appropriate, December 31, 2019, or to which twenty percent (20%) or more of the Company’s revenues, earnings or assets on a consolidated basis are attributable, taken as a whole, as of or for the fiscal year ending, as appropriate, December 31, 2019, (iii) issuance or sale or other disposition of Company Securities representing twenty percent (20%) or more of the voting power of the Company, (iv) tender offer, exchange offer or any other transaction or series of transactions in which any Person (or the stockholders of such Person) or group will acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership of Company Securities representing twenty percent (20%) or more of the voting power of the Company or (v) combination of the foregoing. 

(g) As used in this Agreement, “Company Superior Proposal” shall mean any bona fide written Company Takeover Proposal (provided that for purposes of this definition references to twenty percent (20%) in the definition of “Company Takeover Proposal” shall be deemed to be references to fifty percent (50%)) which the Company Board determines in good faith (after consultation with its outside counsel and financial advisor) to be (i) more favorable to the Company’s stockholders from a financial point of view than the Transactions and (ii) reasonably likely to be completed on the terms proposed, in the case of each of clauses (i) and (ii), taking into account at the time of determination all relevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms and conditions of such proposal and this Agreement and any changes to the terms of this Agreement offered by Parent in response to such Company Takeover Proposal. (Pages 50-51)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Company Takeover Proposal” shall mean a proposal or offer <omitted> providing for any <omitted> sale, lease, license, dissolution or other disposition, directly or indirectly, of assets of the Company (including the equity interests of any of its Subsidiaries) or any Subsidiary of the Company representing twenty percent (20%) or more of the consolidated assets, revenues or EBITDA of the Company and its Subsidiaries, taken as a whole, as of or for the fiscal year ending, as appropriate, December 31, 2019, or to which twenty percent (20%) or more of the Company’s revenues, earnings or assets on a consolidated basis are attributable, taken as a whole, as of or for the fiscal year ending, as appropriate, December 31, 2019, <omitted>

As used in this Agreement, “Company Superior Proposal” shall mean any <omitted> Company Takeover Proposal (provided that for purposes of this definition references to twenty percent (20%) in the definition of “Company Takeover Proposal” shall be deemed to be references to fifty percent (50%)) (Pages 50-51)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Alternative Acquisition Proposal” means a bona fide inquiry, proposal or offer from any Person (except for Parent or one of its Representatives and other than the Merger contemplated by this Agreement) or “group,” within the meaning of Section 13(d) under the Exchange Act, for, in a single transaction or series of related transactions, any (1) acquisition of assets of the Company Entities equal to 25% or more of the Company’s consolidated assets or to which 25% or more of the Company’s revenues or net earnings on a consolidated basis are attributable, (2) acquisition of 25% or more of the outstanding Company Common Stock, (3) tender offer or exchange offer that, if consummated, would result in any Person having Beneficial Ownership of 25% or more of the outstanding Company Common Stock or (4) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that would result in any Person or “group” having Beneficial Ownership of 25% or more of the outstanding Company Common Stock or 25% or more of the voting power of the surviving entity in a merger involving the Company or the resulting direct or indirect parent of the Company or such surviving entity.
 
 <omitted>
 
 “Superior Acquisition Proposal” means a bona fide Alternative Acquisition Proposal that the Company Board has determined, after consultation with its outside legal counsel and a nationally recognized financial advisor, in its good-faith judgment, taking into account all legal, regulatory and financial aspects of the proposal (including conditionality, expected timing and likelihood of consummation of the proposal), the identity of the Person making the Alternative Acquisition Proposal and any other factor the Company Board determines in good faith to be relevant, (1) is reasonably capable of being consummated under its terms and (2) if consummated, would result in a transaction more favorable to the Company Stockholders from a financial point of view than the transactions contemplated hereby; provided that, for purposes of the definition of “Superior Acquisition Proposal,” the references to “25%” in the definition of Alternative Acquisition Proposal shall be deemed to be references to “75%.” (Page 24)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Alternative Acquisition Proposal” means a <omitted> (1) acquisition of assets of the Company Entities equal to 25% or more of the Company’s consolidated assets or to which 25% or more of the Company’s revenues or net earnings on a consolidated basis are attributable
 
 <omitted>
 
 “Superior Acquisition Proposal” means a bona fide Alternative Acquisition Proposal <omitted> for purposes of the definition of “Superior Acquisition Proposal,” the references to “25%” in the definition of Alternative Acquisition Proposal shall be deemed to be references to “75%.” (Page 24)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Superior Proposal” means a bona fide, unsolicited written Acquisition Proposal that did not result from a breach of Section 5.02 and relating to any direct or indirect acquisition or purchase of (i) assets that generate more than 50% of the consolidated total revenues or operating income of the Company and its Subsidiaries, taken as a whole, (ii) assets that constitute more than 50% of the consolidated total assets of the Company and its Subsidiaries, taken as a whole or (iii) more than 50% of the total voting power of the equity securities of the Company, in each case, that the Company Board determines in good faith (x) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial and regulatory aspects of the proposal and the Person making the proposal and (y) if consummated, would result in a transaction more favorable to the Company’s shareholders from a financial point of view than the Merger. (Page 75)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Superior Proposal” means a <omitted> Acquisition Proposal <omitted> of (i) assets that generate more than 50% of the consolidated total revenues or operating income of the Company and its Subsidiaries, taken as a whole, (ii) assets that constitute more than 50% of the consolidated total assets of the Company and its Subsidiaries, taken as a whole (Page 75)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Company Acquisition Proposal” shall mean any bona fide inquiry, indication of interest, proposal or offer made by any Person for, in a single transaction or a series of transactions, <omitted> (ii) the direct or indirect acquisition by any Person or group of twenty percent (20%) or more of the assets of the Company and the Company Subsidiaries, on a consolidated basis or assets of the Company and the Company Subsidiaries representing twenty percent (20%) or more of the actual consolidated revenues, the actual adjusted operating income (or loss) or the actual net income (or loss) (including, in each case, securities of the Company Subsidiaries) or (iii) the direct or indirect acquisition by any Person or group of twenty percent (20%) or more of any class of equity or voting securities of the Company, including any tender offer or exchange offer that if consummated would result in any Person beneficially owning twenty percent (20%) or more of any class of equity or voting securities of the Company. For the avoidance of doubt, the actual adjusted operating income (or loss) and the actual net income (or loss) of the Company and of such assets shall be the absolute amount thereof, without regard to whether the amount is positive or negative, and shall be computed on the basis of a full fiscal year. <omitted>

“Company Superior Proposal” means a bona fide written Company Acquisition Proposal (with the percentages set forth in clauses (ii) and (iii) of the definition of such term changed from twenty percent (20%) to fifty percent (50%)) that the Company Special Committee has determined in its good faith judgment, after consultation with outside legal counsel and financial advisors, is more favorable to the Company’s stockholders from a financial point of view than the Transactions, taking into account all of the terms and conditions of such Company Acquisition Proposal (including the financing thereof) and this Agreement (including any changes to the terms of this Agreement committed to by Parent to the Company in writing in response to such Company Acquisition Proposal under the provisions of Section 5.3 or otherwise). (Page 72)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Company Acquisition Proposal” shall mean any bona fide inquiry, indication of interest, proposal or offer made by any Person for, in a single transaction or a series of transactions, <omitted> (ii) the direct or indirect acquisition by any Person or group of twenty percent (20%) or more of the assets of the Company and the Company Subsidiaries, on a consolidated basis or assets of the Company and the Company Subsidiaries representing twenty percent (20%) or more of the actual consolidated revenues, the actual adjusted operating income <omitted> or the actual net income <omitted>

“Company Superior Proposal” means a bona fide written Company Acquisition Proposal (with the percentages set forth in clauses (ii) and (iii) of the definition of such term changed from twenty percent (20%) to fifty percent (50%)) (Page 72)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Superior Proposal” means a bona fide, written Competing Proposal (with all percentages in the definition of Competing Proposal changed to fifty percent


(50%)) made after the date hereof by any person on terms that (i) did not result from or arise in connection with a breach of the Company’s obligations set forth in ​Section 5.03(a), (ii) if consummated, would result in any person or group (other than Parent or its affiliates) becoming the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the consolidated assets of the Company and the Company Subsidiaries or more than fifty percent (50%) of the total voting power of the equity securities of the Company, and (iii) the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, to be (a) more favorable to the shareholders of the Company, from a financial point of view, than the Transactions (taking into account any adjustment to the terms and conditions proposed by Parent in writing in response to such proposal and any applicable Company Termination Fee) and (b) reasonably likely of being completed in accordance with its terms, in the case of each of clauses (a) and (b), considering such other factors as the Company Board (or any duly authorized committee thereof) considers to be appropriate (including the conditionality and, the timing of such proposal). (Pages 33-34)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Not known and not reasonably foreseeable at signing
“Superior Proposal” means a bona fide, written Competing Proposal (with all percentages in the definition of Competing Proposal changed to fifty percent


(50%)) made after the date hereof by any person on terms that <omitted> (ii) if consummated, would result in any person or group (other than Parent or its affiliates) becoming the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the consolidated assets of the Company and the Company Subsidiaries (Pages 33-34)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Not known and not reasonably foreseeable at signing
“Company  Acquisition  Proposal”  means  any  proposal  or  offer  (other  than  the Transactions  or  any  other  proposal  or  offer  by  the  Parent Companies or their Affiliates) with respect to any (a) merger, consolidation, reinsurance, share exchange, other business combination or similar transaction involving any of the Acquired Companies pursuant to which any Person or the stockholders of any Person would own, directly or indirectly, thirty-five percent (35%)or more of the voting power of the Company or of the surviving entity of the Company or the resulting direct or indirect parent entity of the Company  or  such  surviving  entity,  (b)  sale,  lease,  contribution,  reinsurance  or  other  disposition,  directly  or indirectly  (including  by  way  of  merger, consolidation, share exchange, other business combination, partnership, joint venture, sale of capital stock of or other equity interests in a Subsidiary of the Company or otherwise) of any business or assets of any of the Acquired Companies, in each case, representing thirty-five percent (35%) or more of the consolidated  revenues,  net  income  or  fair market  value  of  the  assets  of  the  Acquired  Companies,  taken  as  a  whole,  or  (c)  issuance,  sale  or  other disposition, directly or indirectly, to any Person (or the stockholders of any Person) or group (as such term is defined in Rule 13d-3 under the Exchange Act)  of  securities  representing  thirty-five  percent  (35%)  or  more  of  the  voting  power  of  the  Company  (or  options,  rights  or warrants  to  purchase,  or securities convertible into or exchangeable for, such securities);

<omitted>

“Company Superior Proposal” means any bona fide written Company Acquisition Proposal made by a third party or group (a) on terms which the Company Board determines in good faith (after consultation with the Company’s outside legal counsel and outside financial advisor) to be more favorable to the stockholders of the Company than the Transactions, taking into account all the terms and conditions of such proposal and this Agreement (including any changes proposed by Parent to the terms of this Agreement), and (b) that is reasonably likely to be completed. For purposes of this definition, all references to “thirty-five percent (35%) or more” in the definition of Company Acquisition Proposal shall be deemed to be references to “more than 50%;” (Page 73)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Company  Acquisition  Proposal”  means  any <omitted>  offer  <omitted> with respect to any <omitted> (b)  sale,  lease,  contribution,  reinsurance  or  other  disposition,  directly  or indirectly <omitted> of any business or assets of any of the Acquired Companies, in each case, representing thirty-five percent (35%) or more of the consolidated <omitted>  assets  of  the  Acquired  Companies

<omitted>

“Company Superior Proposal” means any bona fide written Company Acquisition Proposal <omitted> . For purposes of this definition, all references to “thirty-five percent (35%) or more” in the definition of Company Acquisition Proposal shall be deemed to be references to “more than 50%;” (Page 73)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing
“Superior Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction on terms that the Company Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) would be more favorable, from a financial point of view, to the Company Stockholders (in their capacity as such) than the Merger (taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination and after taking into account those factors and matters deemed relevant in good faith by the Company Board, including the identity of the Person making the proposal, the conditionality of such proposal, the likelihood of consummation in accordance with the terms of such proposal, and the legal, financial (including the financing terms), regulatory, timing and other aspects of such proposal). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.” (Page 20)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Not known and not reasonably foreseeable at signing
“Acquisition Transaction” means any transaction <omitted> involving: <omitted> (ii) any direct or indirect purchase <omitted> of assets (including equity securities of any Subsidiary of the Company) constituting or accounting for more than 15% of the revenue, net income or consolidated assets
 
 <omitted>
 
 “Superior Proposal” means any bona fide written Acquisition <omitted>. For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.” (Page 20)

Question: Definition contains knowledge requirement - answer
Subquestion: <NONE>
Answer: Not known and not reasonably foreseeable at signing