definiens: means any proposal or offer fromany Person or group with respect to, in a single transaction or series of related transactions, any ( i ) direct or indirectacquisition of 20 % or more of the consolidated assets of NDX ( based on the fair market value thereof ), ( ii ) direct orindirect acquisition of outstanding or newly issued NDX Ordinary Shares or other securities of NDX ( including, withoutlimitation, any outstanding or newly issued options, rights or warrants to purchase, or securities convertible into orexchangeable for, NDX Ordinary Shares or other securities representing such voting power ) representing ( after givingeffect to such acquisition ) 20 % or more of the outstanding NDX Ordinary Shares or of the outstanding voting power ofNDX, or any other direct or indirect acquisition of 20 % or more of the outstanding voting power of NDX, regardless ofthe method, form or structure of such other direct or indirect acquisition, ( iii ) tender offer or exchange offer that ifconsummated would result, directly or indirectly, in any Person or group ( or the shareholders of any Person or group)beneficially owning ( the term or concept of for purposes of this Agreement having the meaningassigned thereto in Section 13(d ) of the Exchange Act and the rules and regulations thereunder ) 20 % or more of theoutstanding NDX Ordinary Shares or the outstanding voting power of NDX or ( iv ) merger, consolidation, shareexchange, business combination, recapitalization, liquidation, dissolution or other similar transaction involving NDX orany NDX Subsidiary . For the avoidance of doubt, the Merger and the other Transactions shall not be deemed an NDXTakeover Proposal . Wherever the term is used in this Section 5.05, it is used as defined in Rule 13d-3 underthe Exchange Act