definiens: means the occurrence of any of the follo wing events : ( i ) the acquisition of the Company by merge r or otherwise by any person ( which includes a as such term is defined in Section 13(d)(3 ) of the Exc hange Act ) other than Parent, Acquisition or any af filiate thereof ( a ) ; ( ii ) the acquisition by a Third Party of any material portion of the assets of the Company and its subsidiaries, taken as a whole, oth er than the sale of their products in the ordinary course of business consistent with past practices ; ( iii ) the acquisition by a Third Party of fifteen percent ( 15 % ) or more of the outstanding Shares ; ( iv ) the adoption by the Co mpany of a plan of total or partial liquidation or the declaration or payment of an extraordinary dividend ; ( v ) the repurchase by the Company or any of its subsidiaries of more than ten percent ( 10 % ) of the outstanding Shares ; or ( vi ) the acquisition by the Company or any of its subsidiaries by merger, purchase of stoc k or assets, joint venture or otherwise of a direct or indirect ownership interest or investment in any business wh ose annual revenues, net income or assets is equal or greater than ten percent ( 10 % ) of the annual revenues, net income or assets of the Company . For purposes of th is Agreement, a means any BONA FID E proposal to acquire directly or indirectly for consideration consisting of cash and/or securities more than fifty percent ( 50 % ) of the Shares then ou tstanding or all or substantially all of the assets of the Compa ny and otherwise on terms that the Company Board by a majority vote determines in its good faith judgment ( based on the written advice of a financial adviso r ) to be more favorable to the Company 's shareholders than t he Merger