definiens: means any offer or proposal, or anyindication of interest in making an offer or proposal, made or renewed by a Person or group at any time after the date hereofwhich is structured to permit such Person or group to acquire beneficial ownership of at least 15 % of the assets of, equityinterest in, or businesses of, the Company pursuant to a merger, consolidation or other business combination, sale of shares ofcapital stock, sale of assets, tender offer or exchange offer or similar transaction, including any single or multi - steptransaction or series of related transactions, in each case other than the Merger, and ( ii ) means any bonafide Acquisition Proposal ( except the references therein to shall be replaced by ) made in writing after the datehereof that ( x ) includes per - Share consideration that is greater than the Offer Price ( including, only if the per - Shareconsideration is not all cash, a determination by the Board of Directors in good faith to such effect ) and is otherwise on termsthat the Company Board has determined in its good faith judgment ( after consultation with its financial advisor and outsidecounsel and after taking into account all legal, financial, regulatory and other aspects of the proposal, including the financingterms thereof ) is superior from a financial point of view to this Agreement, and ( y ) which the Company Board has determinedin good faith ( after consultation with its financial advisor and outside counsel and after taking into account all legal, financial, regulatory and other40aspects of the proposal ) is reasonably capable of being consummated within a reasonable period of time