definiens: means any proposal or offer from any Person orgroup providing for ( A ) any direct or indirect acquisition, purchase or license, in a single transaction or 40a series of related transactions, of ( 1 ) 20 % or more of the assets ( including, for the avoidance of doubt, IntellectualProperty ) of the Company Entities, taken as a whole, or ( 2 ) Shares or any other Company Securities, which togetherwith any other Shares or other Company Securities beneficially owned by such Person or group, would represent 20%or more of the outstanding Shares, ( B ) any tender offer or exchange offer that, if consummated, would result in anyPerson or group owning, directly or indirectly, 20 % or more of the outstanding Shares, ( C ) any merger, consolidation, business combination, share exchange or similar transaction involving any Company Entity pursuant to which anyPerson or group ( or the shareholders of any Person ) would own, directly or indirectly, 20 % or more of the aggregatevoting power of the Company or of the surviving entity in a merger or the resulting direct or indirect parent of theCompany or such surviving entity or 20 % or more of the assets ( including, for the avoidance of doubt, IntellectualProperty ) of the Company Entities, taken as a whole, or ( D ) any reorganization, recapitalization, extraordinarydividend, liquidation, dissolution or any other similar transaction involving any Company Entity, other than, in eachcase, the transactions contemplated by this Agreement, and ( ii ) means any bona fide, writtenTakeover Proposal ( except that all references to therein shall be deemed to be references to for thispurpose ) received after the Agreement Date which the Company Board determines in good faith ( after consultationwith its financial advisor and outside legal counsel ) ( x ) is reasonably capable of being consummated in accordancewith its terms without undue delay and for which financing, if a cash transaction ( whether in whole or in part ), isreasonably determined by the Company Board to be available, and ( y ) if consummated, would be more favorable tothe stockholders of the Company from a financial point of view than the Offer and the Merger, in each case taking intoaccount all relevant factors ( including all the terms and conditions of such Takeover Proposal and of this Agreement(including any changes to the terms of this Agreement proposed by Parent pursuant to Section 6.02(e ) ) )