definiens: means, subject to the proviso below, any offer, proposal, inquiry or indication ofinterest contemplating or otherwise relating to any transaction or series of transactions involving:(a ) any merger, consolidation, amalgamation, share exchange, business combination, acquisition of securities, tender offer, exchange offer or other similar transaction ( i ) in which [COMPANY] ( or its respective Subsidiaries ) is aconstituent corporation, ( ii ) in which a Person or ( as defined in the Exchange Act and the rules promulgatedthereunder ) of Persons directly or indirectly acquires beneficial or record ownership of securities representing morethan fifteen percent ( 15 % ) of the outstanding securities of any class of voting securities of [COMPANY] ( or its respectiveSubsidiaries ), or ( iii ) in which [COMPANY] ( or its respective Subsidiaries ) issues securities representing more than fifteenpercent ( 15 % ) of the outstanding securities of any class of voting securities of any such Entity ( other than ascontemplated under this Agreement ) ; orA-1(b ) any sale, lease, exchange, transfer, acquisition or disposition of any business or businesses or assets thatconstitute or account for fifteen percent ( 15 % ) or more of the consolidated net revenues, net income or assets ofCompany or [COMPANY] ( or their respective Subsidiaries);provided that, notwithstanding the foregoing, in no event shall ( i ) the issuance or potential issuance of securities by anAlbireo Company representing less than fifty percent ( 50 % ) of the outstanding voting securities of [COMPANY] ( or itsrespective Subsidiaries ), on an as - converted basis, in a bona fide transaction to raise capital or ( ii ) any license, collaboration or joint venture, or any transfer or disposition of assets in connection therewith, entered into orcontemplated for bona fide business development purposes, be or constitute an [COMPANY] Acquisition Proposal