theatticusproject/maud huggingface dataset:
“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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
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: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: Not known and not reasonably foreseeable at signing
“Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Parent and its Subsidiaries) relating to, in a single transaction or series of transactions, (a) a merger, consolidation, dissolution, liquidation, recapitalization, share exchange, business combination or similar transaction involving the Company as a result of which the stockholders of the Company immediately prior to such transaction would cease to own at least 80% of the total voting power of the Company or any surviving entity (or any direct or indirect parent company thereof) immediately following such transaction, (b) the acquisition by any Person or group of Persons of more than 20% of the total voting power represented by the outstanding voting securities of the Company or any of its Subsidiaries if such voting power represents assets that constitute over 20% of the fair market value of the consolidated assets of the Company and its Subsidiaries, (c) a tender offer or exchange offer or other transaction which, if consummated, would result in a direct or indirect acquisition by any Person or group of Persons of more than 20% of the total voting power represented by the outstanding voting securities of the Company or any of its Subsidiaries if such voting power represents assets that constitute over 20% of the fair market value of the consolidated assets of the Company and its Subsidiaries, or (d) the acquisition in any manner, directly or indirectly, of over 20% of the fair market value of the consolidated assets of the Company and its Subsidiaries, in each case other than the transactions contemplated by this Agreement. 
<omitted> 
“Superior Proposal” means a bona fide written Acquisition Proposal that the Company Board has determined in its good faith judgment, after consultation with its financial advisor and outside legal counsel, and taking into consideration all factors (including legal, financial, financing (including availability thereof), and regulatory risks and timing) that the Company Board deems relevant, to be more favorable to the Company’s stockholders from a financial point of view than the transactions contemplated by this Agreement (including, if applicable, any revisions to this Agreement made or proposed in writing by Parent in accordance with Section 5.2); provided, that for purposes of the definition of “Superior Proposal,” the references to “20%” and “80%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.” (Page 87)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: Not known and not reasonably foreseeable at signing
“Acquisition Proposal” means any <omitted> offer <omitted> relating to, in a single transaction or series of transactions, 
<omitted> (b) the acquisition by any Person or group of Persons of more than 20% of the total voting power represented by the outstanding voting securities of the Company <omitted>  Subsidiaries if such voting power represents assets that constitute over 20% of the fair market value of the consolidated assets of the Company and its Subsidiaries, (c) a tender offer or exchange offer or other transaction which, if consummated, would result in a direct or indirect acquisition by any Person or group of Persons of more than 20% of the total voting power represented by the outstanding voting securities of the Company <omitted> Subsidiaries if such voting power represents assets that constitute over 20% of the fair market value of the consolidated assets of the Company and its Subsidiaries, or (d) the acquisition in any manner, directly or indirectly, of over 20% of the fair market value of the consolidated assets of the Company and its Subsidiaries, in each case other than the transactions contemplated by this Agreement. 
<omitted> 
“Superior Proposal” means a bona fide written Acquisition Proposal <omitted> provided, that for purposes of the definition of “Superior Proposal,” the references to “20%” and “80%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.” (Page 87)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: Not known and not reasonably foreseeable at signing
“Company Acquisition Proposal” means any offer or proposal, including any amendment or modification to any existing offer or proposal (other than, in each case, an offer or proposal made or submitted by or on behalf of Parent), relating to a Company Acquisition Transaction.   

“Company Acquisition Transaction” means, other than the Transactions, any transaction (including any single- or multi-step transaction) or series of related transactions with a Person or “group” (as defined in the Exchange Act) relating to (a) the issuance to such Person or “group” or acquisition by such Person or “group” of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing at least 20% of the Company Common Stock or voting power of the Company, (b) the acquisition by such Person or “group” of any business or assets of the Company and the Company Subsidiaries representing at least 20% of (i) the consolidated assets of the Company (including indirectly through ownership of equity in Company Subsidiaries) and the Company Subsidiaries, taken as a whole, or (ii) the combined voting power of the Company, in either of cases (a) or (b), pursuant to a merger (including a reverse merger in which the Company is the surviving corporation), reorganization, recapitalization, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer or other similar transaction or (c) any combination of the foregoing that results in such Person or “group” acquiring at least 20% of the Company Common Stock or voting power of the Company.  <omitted>

“Company Superior Proposal” means a bona fide written Company Acquisition Proposal (provided, that for this purpose the references to “20%” in the definition of Company Acquisition Transaction shall be deemed to be references to “50%”) made by a third party, that did not result from a material breach of Section 6.4, that the Company Board determines in its good faith judgment (after consultation with its financial advisors and outside counsel), taking into account all of the terms and conditions of such Company Acquisition Proposal and this Agreement (including any offer by Parent to amend the terms of this Agreement, termination or break-up fee, expense reimbursement provisions and conditions to consummation) and taking into account all financial, legal, regulatory and other aspects of such Company Acquisition Proposal that the Company Board considers in good faith to be appropriate (including the conditionality and the timing and likelihood of consummation of such proposal) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions. (Page 11)

Question: Intervening Event Definition
Category: Deal Protection and Related Provisions
Answer: Known, but consequences unknown or not reasonably foreseeable, at signing