definiens: with respect to the Company, means any offer or proposal relating to any transaction orseries of related transactions involving : ( a ) any purchase from such party or acquisition by any Person or ( asdefined under Section 13(d ) of the Exchange Act and the rules and regulations thereunder ) of 10 % or more interest inthe total outstanding voting securities of the Company or any tender offer or exchange offer that if consummatedwould result in any Person or group beneficially owning 10 % or more of the total outstanding voting securities of theCompany, ( b ) any merger, consolidation, business combination or similar transaction involving the Company, ( c ) anysale, lease ( other than in the ordinary course of business consistent with past practice ), exchange, transfer, license(other than in the ordinary course of business consistent with past practice ), acquisition or disposition of 10 % or moreof the assets of the Company or ( d ) any liquidation or dissolution of the Company ( provided, however, that thetransactions among the parties hereto contemplated by this Agreement shall not be deemed an Acquisition Proposal )