i don't know anything about PA corporate law, which is what governs. at first look, it seems like gores doesn't have a very strong argument to invoke the MAE clause. missing a quarter isn't enough to trigger it unless PBY's management intentionally fudged its projections to gores. however, if gores wants out, it can threaten to walk, which will result in a protracted legal battle, or be leverage to get a lower price. PBY needs to provide some more color on why it missed. revenue was up so the quarter wasn't a complete disaster.