definiens: means a proposal or offer from, or indication of interest in making a proposal or offer by, any Person ( other than Buyer ) relating to any ( a ) direct or indirect acquisition of assets of TLOG or its direct or indirect Subsidiaries ( includ ing any voting equity interests of such Subsidiarie s, but excluding sales of inventory in the ordinary course of business ) related to the Business, ( b ) direct o r indirect acquisition of the voting equity interests of TLOG, other than the Senior Note Conversion, ( c ) tender offer or exchange offer, other than the Senior Note Conversi on, that if consummated would result in any Person beneficially owning ( within the meaning of Section 13(d ) of the Exchange Act ) voting equity interests of TLOG, ( d ) merger, consolidation, other A-1 Table of Contents business combination or similar transaction involvi ng TLOG or any of its direct or indirect Subsidiari es, or ( e ) liquidation or dissolution ( or the adoption of a plan of liquidation or dissolution ) of TLOG or th e declaration or payment of an extraordinary dividend ( whether in cash or other property ) by TLOG