definiens: means any offer, proposal, inquiry or indication of interestin making an offer or proposal ( other than an offer, proposal, inquiry or indication of interest made by Parent or any of itsAffiliates ), made or renewed by a Person or ( as defined in the Exchange Act and the rules thereunder ) of Persons atany time after the date hereof contemplating or structured to permit ( A ) any merger, consolidation, amalgamation, shareexchange, business combination, joint venture, issuance of securities, acquisition of securities, recapitalization, tender offer, exchange offer or other similar 53transaction, including any single or multi - step transaction or series of related transactions, in each case other than thetransactions contemplated hereby : ( 1 ) in which a Person or ( as defined above ) of Persons directly or indirectlyacquires beneficial or record ownership of securities representing 15 % or more of the outstanding securities of any class ofvoting securities ( or instruments convertible into or exercisable or exchangeable for 15 % or more of any such class ) of theCompany or any of its Subsidiaries or the surviving entity in a merger or the resulting direct or indirect parent of theCompany or such Subsidiary or surviving entity or ( 2 ) in which the Company or any of its Subsidiaries issues securitiesrepresenting 15 % or more of the outstanding securities of any class of voting securities of the Company or such Subsidiary(or instruments convertible into or exercisable or exchangeable for 15 % or more of any such class ) ; ( B ) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for15 % or more of the net revenues, net income or assets of any of the Company or any of its Subsidiaries ; or ( C ) any liquidationor dissolution of the Company or any of its Subsidiaries, and ( ii ) means an unsolicited, bona fide writtenAcquisition Proposal that, if consummated, would result in a Person or ( as defined above ) owning, directly orindirectly : ( A ) 50 % or more of the outstanding securities of any class of voting securities ( or instruments convertible into orexercisable or exchangeable for 50 % or more of such class ) of the Company or of the surviving entity in a merger or theresulting direct or indirect parent of the Company or such surviving entity ; or ( B ) 50 % or more of the assets of the Companyand its Subsidiaries, taken as a whole, in each of clause and, which the Company Board reasonably determines ingood faith, after taking into account the advice of an independent financial advisor of nationally recognized reputation andthe Company ’s outside legal counsel is more favorable to the Company ’s stockholders than the terms of the Offer and theMerger, taking into account all financial, legal, regulatory and other aspects of such proposal ( including whether it is subjectto any financing condition and the likelihood the transaction will be consummated on the terms proposed ) and the Personmaking the proposal ( including any changes to the terms of this Agreement proposed by Parent to the Company in response tosuch proposal or otherwise, and any fees payable by the Company hereunder )