definiens: means any bona fide inquiry, proposal, request or offer from any person relating to ( i ) any direct orindirect acquisition or purchase of a business or assets ( a ) that constitutes 10 % or more of thenet revenues, net income or the assets ( including equity securities ) of the Company and its Subsidiaries, taken as a whole, ( ii)any direct or indirect acquisition or purchase of 10 % or more of any class of voting securities of the Company or 10 % ormore of the voting power of any class of stock of any Subsidiary of the Company owning, operating or controlling aCompany Material Business, ( iii ) any tender offer or exchange offer that if consummated would result in any personbeneficially owning 10 % or more of any class of voting securities of the Company or 10 % or more of the voting power ofany class of stock of any Subsidiary of the Company owning, operating or controlling a Company Material Business, ( iv ) anymerger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving theCompany or any such Subsidiary of the Company owning, operating or controlling a Company Material Business, in eachcase other than the transactions contemplated by this Agreement, or ( v ) any sale, lease, exchange, transfer, license, acquisition, or disposition of more than 10 % of the assets of the Company ( including its subsidiaries, taken as a whole )