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 a series ofrelated transactions, of ( 1 ) 20 % or more of the assets ( including, for the avoidance of doubt, Intellectual Property ) ofthe Company, or ( 2 ) Shares or any other Company Securities, which together with any other Shares or other CompanySecurities 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 any Person or group owning, directly orindirectly, 20 % or more of the outstanding Shares, ( C ) any merger, consolidation, business combination, shareexchange or similar transaction involving the Company pursuant to which any Person or group ( or the shareholders ofany Person ) would own, directly or indirectly, 20 % or more of the aggregate voting power of the Company or of thesurviving entity in a merger or the resulting direct or indirect parent of the Company or such surviving entity or 20 % ormore of the assets ( including, for the avoidance of doubt, Intellectual Property ) of the Company, or ( D ) anyreorganization, recapitalization, extraordinary dividend, liquidation, dissolution or any other similar transactioninvolving the Company, other than, in each case, the transactions contemplated by this Agreement, and ( ii ) means any bona fide, written Takeover Proposal received after the date hereof that if consummated wouldresult in a Person or group owning, directly or indirectly, ( A ) more than 50 % of the outstanding Shares or ( B ) morethan 50 % of the assets of the Company, taken as a whole, in either case which the Company Board determines ingood faith ( after consultation with its financial advisor and outside legal counsel ) ( x ) is reasonably likely to beconsummated in accordance with its terms, and ( y ) if consummated, would be more favorable to the stockholders ofthe Company from a financial point of view than the Offer and the Merger, in each case taking into account theconsideration, terms, conditions, timing, financing terms and all financial, legal, regulatory and other aspects of suchTakeover Proposal ( including the Person or group making the Takeover Proposal ) and of this Agreement ( includingany changes to the terms of this Agreement proposed by Parent pursuant to Section 6.02(e ) )