definiens: means ( a ) the termination of this A greement by ( i ) the Purchaser pursuant to Section 11.1(a)(vii ) ; ( ii ) pursuant to Section 11.1(a)(ii ) ( C ), but only to the extent an Adverse Recommendatio n Change occurred prior to such meeting, or ( iii ) the Seller pursuant to Section 11.1(a)(viii ) ; or ( b ) if an Ac quisition Proposal has been publicly announced or otherwise communicat ed to a member of senior management or the Seller B oard ( or any Person shall have publicly announced or com municated a bona fide intention, whether or not con ditional, to make an Acquisition Proposal ) at any time after the date of this Agreement and prior to the date of termination of this Agreement by the Seller pursuant to Section 11.1(a)(ii)(A ), and within 12 months after the dat e of such termination, the Company enters into a definitive a greement to consummate, or consummates, the transac tions contemplated by such Acquisition Proposal