definiens: means any inquir y, proposal or offer for, or indication of interest in, any ( A ) direct or indirect acquisition, exclusive license or purchase of any business or assets of Pluto or any of its Subsidiaries that, individually or in the aggregate, constitutes 15 % or more of the net revenues, net income or assets of the Spinco Business, taken as a whole, ( B ) direct or indirect acquisition or purch ase of 15 % or more of any class of any equity securities, or I nterests representing 15 % or more of the outstandin g voting power, of any Spinco Entity, or ( C ) merger, consoli dation, business combination, share exchange, joint venture, partnership, recapitalization, liquidation, dissolu tion or similar transaction involving any business of Pluto or any of its Subsidiaries that constitutes 15 % or more of the net revenue, net income or assets of the Spinc o Business, taken as a whole, in the case of each of clauses ( A ) through ( C ), other than as permitted by Section 8 .2 . None of the Separation, the Contribution, the Distribution, the Combination or the other transactions contempl ated hereby shall be a Competing Spinco Proposal