definiens: shall mean any offer orproposal, relating to any transaction or series of related transactions involving : ( A ) any purchase from such party oracquisition by any person or ( as defined under Section 13(d ) of the Exchange Act and the rules andregulations thereunder ) of more than a ten percent ( 10 % ) interest in the total outstanding voting interests of theCompany or any tender offer or exchange offer that if consummated would result in any person or group beneficiallyowning ten percent ( 10 % ) or more of the total outstanding voting interests of the Company or any merger, consolidation, business combination or similar transaction involving the Company, ( B ) any sale, lease ( other than inthe ordinary course of business ), exchange, transfer, license ( other than in the ordinary course of business),acquisition or disposition of more than ten percent ( 10 % ) of the assets of the Company, or ( C ) any liquidation ordissolution of the Company ( provided, however, the Merger and the transactions contemplated hereby shall not bedeemed an Acquisition Proposal in any case )