theatticusproject/maud huggingface dataset:
“Intervening Event” means a material event, development or change in circumstances with respect to the Company and the Company Subsidiaries, taken as a whole, that occurred or arose after the date of this Agreement, which (a) was unknown to, nor reasonably foreseeable by, the Company Board or executive officers as of or prior to the date of this Agreement and (b) first becomes known to or by the Company Board or executive officers prior to the receipt of the Company Requisite Vote; provided, however that none of the following will constitute, or be considered in determining whether there has been, an Intervening Event: (i) the receipt, existence of or terms of an Inquiry or Company Acquisition Proposal or any matter relating thereto or consequence thereof and (ii) changes in the market price or trading volume of the Company Class A Shares or the fact that the Company meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided, however, that the underlying causes of such change or fact shall not be excluded by this clause (ii)). (Page 49)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: Yes
“Intervening Event” means any material fact, event, change, development or circumstance occurring or arising after the date hereof, that did not result from or arise out of the announcement or pendency of, or any actions required to be taken by the Company (or to be refrained from being taken by the Company) pursuant to, this Agreement and that was neither known to, nor reasonably foreseeable by, or the effects of which were neither known to, nor reasonably foreseeable by, the Company Board or executive officers as of the date hereof, affecting the business, assets or operations of the Company and the Company Subsidiaries, taken as a whole, and not relating to any Acquisition Proposal, which material fact, event, change, development or circumstance becomes known to the Company Board or executive officers after the date hereof and prior to the Acceptance Time, other than (i) the receipt, existence of or terms of an Acquisition Proposal, (ii) any inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or the consequences thereof, (iii) changes, in and of itself, in the market price or trading volume of the shares of Company Common Stock, (iv) the fact that, in and of itself, the Company exceeds any internal or published industry analyst projections or forecasts or estimates of revenues or earnings, or (v) developments or changes resulting from the COVID-19 pandemic or any COVID-19 Measures.  (Page 11)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: Yes
“Intervening Event” means any change, event, circumstance, occurrence, condition, state of facts or effect that is material to the Company and its Subsidiaries that (i) was not known to, or reasonably foreseeable by, the Company Board or executive officers as of or prior to the date of this Agreement (or if known by the Company Board or executive officers, the consequences of which were not known to, or reasonably foreseeable by, the Company Board or executive officers as of or prior to the date of this Agreement) and becomes known to the Company Board or executive officers prior to obtaining the Stockholder Approval, (ii) does not involve or relate to an Acquisition Proposal, and (iii) does not relate to (A) any action, change, event, circumstance, occurrence, condition, state of facts or effect relating to Parent, Merger Sub or any of their respective Affiliates, (B) changes in the market price or trading volume of the securities of the Company in and of themselves, (C) the fact that the Company meets, exceeds or fails to meet in any quantifiable respect, any internal or analyst’s projections, guidance, budgets, expectations, forecasts or estimates for any period (provided that clauses (B) and (C) shall not prevent or otherwise affect a determination that the underlying cause of any such event referred to herein constitutes an “Intervening Event” unless otherwise excluded pursuant to the foregoing clauses (ii) or (iii), as applicable) or (D) any development or change in the industry in which the Company and its Subsidiaries operate or conditions in the United States or other jurisdictions where the Company and its Subsidiaries operate. (Page 13)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: Yes
“Acquisition Proposal” means, with respect to a Party, any proposal or offer, other than from the other Party hereto, relating to any direct or indirect acquisition or issuance, whether in a single transaction or a series of related transactions, whether by a Person or by a Group, and whether through any merger, reorganization, consolidation, tender offer, self-tender, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or otherwise:  (i) of assets or businesses of such Party or any of its Subsidiaries (including securities of Subsidiaries) equal to twenty percent (20%) or more of the consolidated assets of such Party of any of its Subsidiaries or twenty percent (20%) or more of the net revenues or net income of such Party or any of its Subsidiaries (for the 12-month period ending on the last day of such Party’s most recently completed fiscal quarter); (ii) of twenty percent (20%) or more of the then-outstanding Equity Securities, or any class thereof (whether measured by either voting power or value), of such Party, any of its Subsidiaries, or the surviving or resulting entity in such transaction; or (iii) other than from purchases or sales of shares on public markets, pursuant to which the stockholders of such Party immediately prior to the consummation of such transaction hold less than eighty percent (80%) of the equity interests of the surviving or resulting entity of such transaction.
<omitted>

“Superior Proposal” means, with respect to a Party, any bona fide, written Acquisition Proposal made after the date of this Agreement that is fully financed or has fully committed financing that the Board of Directors of such Party determines in good faith, after consultation with its financial advisor and outside legal counsel, and taking into account all legal, financial, regulatory and other terms and conditions of the Acquisition Proposal (including any governmental or other approval requirements, the availability and terms of any necessary financing, and other aspects of the Acquisition Proposal and the Third Party making the Acquisition Proposal), (i) would result in a transaction that is more favorable to such Party’s stockholders from a financial point of view than the Merger (including any adjustment to the terms and conditions proposed by the other Party hereto in response to such Acquisition Proposal) and (ii) is reasonably likely of being completed on the terms proposed on a timely basis; provided that for purposes of this definition, references in the term “Acquisition Proposal” to twenty percent (20%) shall be deemed to be references to fifty percent (50%). (Page 19)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“Acquisition Proposal” means, with respect to a Party, any proposal or offer, other than from the other Party hereto, relating to any direct or indirect acquisition or issuance, whether in a single transaction or a series of related transactions, whether by a Person or by a Group, and whether through any merger, reorganization, consolidation, tender offer, self-tender, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or otherwise:  (i) of assets or businesses of such Party or any of its Subsidiaries (including securities of Subsidiaries) equal to twenty percent (20%) or more of the consolidated assets of such Party of any of its Subsidiaries or twenty percent (20%) or more of the net revenues or net income of such Party or any of its Subsidiaries
<omitted>

Superior Proposal” means <omitted> any <omitted> Acquisition Proposal <omitted> provided that for purposes of this definition, references in the term “Acquisition Proposal” to twenty percent (20%) shall be deemed to be references to fifty percent (50%). (Page 19)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“Acquisition Proposal” means any proposal or offer for an Acquisition Transaction first made after the date hereof. 

“Acquisition Transaction” means (a) a merger, consolidation, dissolution, recapitalization, share exchange, tender offer or other business combination involving the Company and its Subsidiaries (other than (i) mergers, consolidations, recapitalizations, share exchanges or other business combinations involving solely the Company and/or one or more Subsidiaries of the Company and (ii) mergers, consolidations, recapitalizations, share exchanges, tender offers or other business combinations that if consummated would result in the holders of the outstanding shares of Company Common Stock immediately prior to such transaction owning more than 85% of the equity securities of the Company, or any successor or acquiring entity, immediately thereafter), (b) the issuance by the Company of 15% or more of its equity securities or (c) an acquisition in any manner, directly or indirectly, 15% or more of the equity securities of the Company or consolidated total assets of the Company and its Subsidiaries, in each case other than the transactions contemplated by this Agreement. 
<omitted>

“Superior Proposal” means any bona fide Acquisition Proposal, (a) on terms which the Company Board determines in its good faith judgment to be more favorable to the holders of Company Common Stock than the transactions contemplated by this Agreement (after consultation with its financial and legal advisors), taking into account all the terms and conditions of such proposal and this Agreement (including any written, binding offer by the Parent to amend the terms of this Agreement, which offer is not revocable for at least five Business Days) that the Company Board determines to be relevant and (b) which the Company Board determines to be reasonably capable of being completed on the terms proposed, taking into account all financial, regulatory, legal and other aspects of such proposal that the Company Board determines to be relevant. 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 65)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“Acquisition Proposal” means any proposal or offer for an Acquisition Transaction first made after the date hereof. 

“Acquisition Transaction” means <omitted> or (c) an acquisition in any manner, directly or indirectly, 15% or more of <omitted> consolidated total assets of the Company and its Subsidiaries
<omitted>

“Superior Proposal” means any bona fide Acquisition Proposal, <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 65)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“Acquisition Proposal” means any indication of interest, inquiry, proposal or offer from any Person (other than Parent and its Affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (a) acquisition or license of assets of the Company equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (b) the indirect or direct sale, lease, license, transfer, exchange or other disposition (including any distribution, collaboration, disposition or revenue-sharing arrangement) in respect of the Product or any Intellectual Property Rights embodied therein, (c) the issuance or acquisition of 20% or more of the outstanding Shares or total voting power of the Company, (d) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Shares or total voting power of the Company, or (e) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20% or more of the outstanding Shares or total voting power of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or such surviving entity, in each case other than the Transactions. <omitted> “Superior Offer” means a bona fide written Acquisition Proposal on terms that the Company Board (or a committee thereof) has determined in good faith, after consultation with its financial advisor and outside legal counsel, (i) is reasonably likely to be consummated in accordance with its terms and (ii) would, if consummated, be more favorable, from a financial point of view, to the stockholders of the Company (in their capacity as such) than the Transactions (taking into account any legal, regulatory, timing, financing and other aspects of such Acquisition Proposal and any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination); provided, that for purposes of the definition of “Superior Offer”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.” (Page 15)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“Acquisition Proposal” means any indication of interest, inquiry, proposal or offer <omitted> relating to, in a single transaction or series of related transactions, any (a) acquisition or license of assets of the Company equal to 20% or more of the Company’s consolidated assets or to which 20% or more of the Company’s revenues or earnings on a consolidated basis are attributable <omitted> “Superior Offer” means a bona fide written Acquisition Proposal <omitted> provided, that for purposes of the definition of “Superior Offer”, the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “80%.” (Page 15)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“Acquisition Proposal” means any inquiry, proposal or offer from any Person or group of Persons other than Parent or one of its Subsidiaries made after the date of this Agreement relating to (A) a merger, reorganization, consolidation, share purchase, share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, spin-off, extraordinary dividend 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 20% or more of the outstanding equity securities of the Company, or 20% or more of the consolidated net revenues, net income or total assets of the Company and its Subsidiaries, taken as a whole or (B) the acquisition in any manner, directly or indirectly, of over 20% of the equity securities or consolidated total assets of the Company and its Subsidiaries, in each case other than the Merger and the other transactions contemplated by this Agreement. 
 <omitted> 
 “Superior Proposal” means any bona fide written Acquisition Proposal (A) on terms which the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisors, to be more favorable from a financial point of view to the holders of Shares than the Merger and the other transactions contemplated by this Agreement, taking into account all the terms and conditions of such proposal and this Agreement and (B) that the Company Board determines in good faith is capable of being completed, taking into account all financial, regulatory, legal and other aspects of such proposal; 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 47)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“Acquisition Proposal” means any inquiry, proposal or offer <omitted> relating to (A) a merger, reorganization, consolidation, share purchase, share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, spin-off, extraordinary dividend 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 <omitted> 20% or more of the consolidated net revenues, net income or total assets of the Company and its Subsidiaries, taken as a whole or (B) the acquisition in any manner, directly or indirectly, of over 20% of the <omitted> consolidated total assets of the Company and its Subsidiaries, 
 <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 47)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“Superior Proposal” means any bona fide written offer made by a third party (not made as a result of a breach of Section 6.2) after the date of this Agreement that, if consummated, would result in such third party (or its stockholders) owning, directly or indirectly, a majority of the outstanding Shares (or of the stock of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or a majority of the assets of the Company and its Subsidiaries, taken as a whole, which the Company’s board of directors determines in good faith (after consultation with its outside legal counsel and financial advisors) to be (i) more favorable to the holders of Shares from a financial point of view than the Merger (taking into account all of the terms and conditions of, such proposal and this Agreement (including, if applicable at the time of such determination, any changes to the financial terms of this Agreement then proposed by Parent in response to such offer or otherwise)) and (ii) reasonably likely to be completed, taking into account all financial, legal, regulatory and other aspects of such proposal. (Page 55)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“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: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“Acquisition Proposal” means any offer or proposal (other than an offer or proposal by the Buyer Parties) to engage in an Acquisition Transaction. 
<omitted> 
 “Acquisition Transaction” means any transaction or series of related transactions (other than the transactions contemplated hereby) involving: <omitted> (ii) any direct or indirect purchase, license or other acquisition <omitted> of assets constituting or accounting for more than 15% of the consolidated assets, revenue or net income of the Company Group 
<omitted> 
“Superior Proposal” means any <omitted> Acquisition Proposal for an Acquisition Transaction <omitted> . For purposes of the reference to an “Acquisition Proposal” in this definition, all references to (i) “15%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%” (Pages 17-18)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No
“Company Superior Proposal” means a <omitted> Company Takeover Proposal <omitted> (except that, for purposes of this definition, each reference in the definition of “Company Takeover Proposal” to “15%” shall be “50%”), <omitted>  

“Company Takeover Proposal” means an inquiry, proposal, or offer <omitted> relating to <omitted> :  (a) direct or indirect acquisition of assets of the Company or its Subsidiaries (including any voting equity interests of Subsidiaries, but excluding sales of assets in the ordinary course of business consistent with past practice) equal to 15% or more of the fair market value of the Company’s and its Subsidiaries’ consolidated assets <omitted> ; <omitted> (d) merger, consolidation, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, share exchange, acquisition, license agreement, other business combination, or similar transaction involving the Company or any of its Subsidiaries, pursuant to which such Person or group <omitted> would own 15% or more of the consolidated <omitted> assets of the Company and its Subsidiaries, taken as a whole; (e) liquidation, dissolution (or the adoption of a plan of liquidation or dissolution), or recapitalization or other significant corporate reorganization of the Company or one or more of its Subsidiaries which, individually or in the aggregate, generate or constitute 15% or more of the consolidated <omitted> assets of the Company and its Subsidiaries, taken as a whole; (Page 11)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: No