definiens: means an inquiry, proposal, or offer from, or indication of interest in making a proposalor offer by, any Person or group ( other than Buyer and its Affiliates ), relating to any transaction or series of relatedtransactions ( other than the transactions contemplated by this Agreement ), involving any ( a ) direct or indirectacquisition of assets of Seller equal to 15 % or more of the fair market value of Seller ’s consolidated assets or thatgenerate 15 % or more of Seller ’s net revenues or net income ( for the 12 - month period ending on the last day ofSeller ’s most recently completed fiscal quarter ), ( b ) direct or indirect acquisition of 15 % or more of the voting equityinterests of Seller, ( c ) tender offer or exchange offer that if consummated would result in any Person or group ( asdefined in Section 13(d ) of the Exchange Act ) beneficially owning ( within the meaning of Section 13(d ) of theExchange Act ) 15 % or more of the voting power of Seller, ( d ) merger, consolidation, other business combination, liquidation, dissolution or other corporate reorganization or similar transaction involving Seller, pursuant to which suchPerson or group ( as defined in Section 13(d ) of the Exchange Act ) would own 15 % or more of the assets of Seller, or(e ) any combination of the foregoing