definiens: shall mean any inquiry, offer or proposal relating to any transaction or series of related transactions involving ( A)any purchase from the Company or acquisition by any person, entity or ( as defined under Section 13(d ) of theExchange Act and the rules and regulations thereunder ) of more than 15 % of the total outstanding voting securities of theCompany or any tender offer or exchange offer that if 40consummated would result in any person, entity or Group beneficially owning 15 % or more of the total outstanding votingsecurities of the Company or any merger, consolidation, business combination or similar transaction involving the Company,(B ) any sale, lease ( other than in the ordinary course of business ), exchange, transfer, license ( other than in the ordinary courseof business ), acquisition or disposition of more than fifteen percent ( 15 % ) of the assets of the Company and the Subsidiaries, taken as a whole, or ( C ) any liquidation or dissolution of the Company or any of the Subsidiaries, and ( ii ) shall mean an unsolicited, bona fide written proposal made by a third party to acquire, directly or indirectly, pursuant to atender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of theCompany and the Subsidiaries or substantially all of the total outstanding voting securities of the Company made on termsthat the board of directors of the Company has in good faith concluded ( after consulting with its outside legal counsel ), takinginto account, among other things, all legal, financial, regulatory and other aspects of the offer and the person, entity or Groupmaking the offer, to be more favorable, from a financial point of view, to the Company ’s stockholders ( in their capacities asstockholders ) than the terms of the Merger and is reasonably capable of being consummated