definiens: means any proposal, indication of interest or offer from any Person or group of Persons, other than Purchaser orany of its Affiliates, relating to ( a ) any direct or indirect acquisition or purchase ( whether in a single transaction or a series of relatedtransactions ) of assets of the Business constituting fifteen percent ( 15 % ) or more of the consolidated assets of the Business ( excluding cash),or to which fifteen percent ( 15 % ) or more of the net income, revenues or earnings of the Business on a consolidated basis are attributable forthe most recent fiscal year in which audited financial statements are then available ; and ( b ) direct or indirect acquisition or issuance ( whetherin a single transaction or a series of related transactions ) of fifteen percent ( 15 % ) or more of any class of equity or voting securities of Seller(including by tender offer, exchange offer, merger, amalgamation, consolidation, share - 5 -exchange, business combination, joint venture, reorganization, recapitalization, liquidation, dissolution or similar transaction or series ofrelated transactions ) ; provided that, in the case of clause ( b ), such proposal, indication of interest or offer shall not be an Acquisition Proposalif either ( i ) the consummation of such acquisition or issuance is conditioned on the Seller Stockholder Approval having been obtained or ( ii ) ifsuch Person or group of Persons would acquire such equity or voting securities of Seller prior to the time of the Seller Stockholders ’ Meeting, such Person or group of Persons agrees to vote such equity or voting securities in favor of the transactions contemplated by this Agreement