definiens: means any bona fide inquiry, proposal or offer ( whether or not in writing ) from anyPerson ( other than any party to this Agreement or any of their Affiliates ) to purchase or otherwise acquire, directly orindirectly, in a single transaction or series of related transactions, including by way of any merger, consolidation, exchange offer, stock acquisition, asset acquisition, share exchange, reorganization, recapitalization, liquidation, business combination, dissolution, joint venture, license or similar transaction, ( a ) assets of a party to this Agreementthat account for 10 % or more of such party ’s assets or from which 10 % or more of such party ’s revenues or earningsare derived, ( b ) 10 % or more of the outstanding capital stock of a party to this Agreement or any other equity or votinginterests in, such party or ( c ) any combination of the foregoing