definiens: shall mean, other than the transactions contemplated hereby or any offer orproposal made by the Buyer or a Subsidiary of the Buyer, any inquiry with respect to, or a proposal or offer for a tender offeror exchange offer, merger, reorganization, share exchange, consolidation or other business combination involving, theCompany and its Subsidiaries or any proposal or offer to acquire in any manner an equity interest representing a 10 % orgreater economic or voting interest in the Company, or the assets, securities or ownership interests of or in the Company orany of its Subsidiaries representing 10 % or more of the consolidated assets of the Company and its Subsidiaries, other than ( i)a proposal with respect to a purchase of the Company ’s property located at Tir - Y - Berth Industrial Estate, New Road, Hegoed, Wales, ( ii ) a proposal with respect to the Process Business and ( iii ) after any termination hereof, any proposal for a bona fideequity financing transaction made after such termination by a Person who has not made an Acquisition Proposal prior to suchtermination and which represents a 30 % or less economic and voting interest in the Company