(b)    “Acquisition Proposal” means any offer or proposal (other than an offer or proposal by Parent or Merger Sub) to the Company, or the Company Board (or any committee thereof) to engage in an Acquisition Transaction.(c)    “Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving: (i)    any direct or indirect purchase or other acquisition by any Person or Group, whether from the Company or anyother Person, of securities representing more than 15 percent of the total outstanding voting power of the Company after giving effect tothe consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any Person or Groupthat, if consummated in accordance with its terms, would result in such Person or Group beneficially owning more than 15 percent of thetotal outstanding voting power of the Company after giving effect to the consummation of such tender offer or exchange offer; (ii)    any direct or indirect purchase (including by way of a merger, consolidation, business combination, recapitalization, liquidation, dissolution, exclusive license or other transaction) or other acquisition by any Person or Group of assetsconstituting or accounting for more than 15 percent of the revenue, net income or consolidated assets of the Company and itsSubsidiaries, taken as a whole and measured as of the fiscal year ending January 31, 2021; or (iii)    any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or othertransaction involving the Company (or any of its -2-
Subsidiaries whose business accounts for more than 15 percent of the revenue, net income or consolidated assets of the Company and its Subsidiaries, taken as a whole) pursuant to which any Person or Group would hold securities representing more than 15 percent of the total outstanding voting power of the Company (or the surviving company) outstanding after giving effect to the consummation of such transaction. <omitted> 
(nnnn)    “Superior Proposal” means any 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) 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 (i) any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination; and (ii) those factors and matters deemed relevant in good faith by the Company Board (or any committee thereof), which factors may include the   -16-


(A) identity of the Person making the proposal; (B) likelihood of consummation in accordance with the terms of such Acquisition Proposal; and (C) legal, financial (including the financing terms), regulatory, timing and other aspects of such Acquisition Proposal). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “15 percent” in the definition of “Acquisition Transaction” will be deemed to be references to “50 percent.” (Pages 20-21)

Question: Superior Offer Definition
Category: Deal Protection and Related Provisions
Answer: No