definiens: means any offer or proposal, or any indication of interestin making an offer or proposal, made or renewed by a Person or group at any time after the date hereof which is structured topermit such Person or group to acquire beneficial ownership of at least ten percent ( 10 % ) of the assets of, equity interest in, orbusinesses of, the Company and its Subsidiaries, taken as a whole, pursuant to a merger, consolidation or other businesscombination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or similar transaction, including anysingle or multi - step transaction or series of related transactions, in each case other than the Merger, and ( ii ) means any bona fide Acquisition Proposal ( except the references in the definition thereof to shall be replaced by ) made in writing after the date hereof that ( x ) includes per - Shareconsideration that is greater than the Offer Price ( including, only if the per - Share consideration is not all cash, a determinationby the Board of Directors in good faith, on the advice of the Financial Advisor, to such effect ) and is otherwise on terms thatthe Company Board has determined in its good faith judgment ( after consultation with its financial advisor and outsidecounsel and after taking into account such legal, financial, regulatory and other aspects of the proposal, including thefinancing terms thereof, as the Board of Directors deems appropriate in the exercise of its fiduciary duties ) is superior from afinancial point of view to this Agreement, and ( y ) which the Company Board has determined in good faith ( after consultationwith its financial advisor and outside counsel and after taking into account all legal, financial, regulatory and other aspects ofthe proposal ) is reasonably capable of being consummated within a reasonable period of time