definiens: shall mean, other than the transactions contemplated hereby or any offer or proposal madeby the Buyer or a Subsidiary of the Buyer, any inquiry with respect to, or a proposal or offer for a tender offer or exchangeoffer, merger, reorganization, share exchange, consolidation or other business combination involving, the Company and itsSubsidiaries or any proposal or offer to acquire in any manner an equity interest representing a 10 % or greater economic orvoting interest in the Company, or the assets, securities or ownership interests of or in the Company or any of its Subsidiariesrepresenting 10 % or more of the consolidated assets of the Company and its Subsidiaries, other than ( i ) a proposal withrespect to a purchase of the Company ’s property located at Tir - Y - Berth Industrial Estate, New Road, Hengoed, Wales and ( ii)after any termination hereof, any proposal for a bona fide equity financing transaction made after such termination by a Personwho has not made an Acquisition Proposal prior to such termination and which represents a 30 % or less economic and votinginterest in the Company