definiens: with respect to a party, shallmean any inquiry, offer or proposal, relating to, or that could reasonably beexpected to lead to, any transaction or series of related transactionsinvolving : ( A ) any direct or indirect purchase from such party or acquisition byany Person or ( as defined under Section 13(d ) of the Exchange Act andthe rules and regulations thereunder ) of more than a ten percent ( 10 % ) interestin the total outstanding voting securities of such party or any of itssubsidiaries or any tender offer or exchange offer that if consummated wouldresult in any Person or beneficially owning ten percent ( 10 % ) or more ofthe total outstanding voting securities of such party or any of its subsidiariesor any merger, consolidation, business combination or similar transaction inwhich the stockholders of such party immediately preceding such transactionwould hold, directly or indirectly, less than ninety percent ( 90 % ) of the equityinterests in the surviving or resulting entity of such transaction or in anyparent entity immediately following such transaction, ( B ) any sale, lease ( otherthan in the ordinary course of business ), acquisition or disposition of morethan ten percent ( 10 % ) of the assets of such party ( including its subsidiariestaken as a whole ), or ( C ) any liquidation or dissolution of such party(provided, however, that the transactions contemplated hereby shall not bedeemed an Acquisition Proposal in any case ) ; and ( ii ) with respect to a party, shall mean anunsolicited, bona fide written Acquisition Proposal made by a third party onterms that the Board of Directors of such party believes in good faith ( afterconsultation with its outside legal counsel and a financial advisor ofnationally recognized reputation ), taking into account, among other things, alllegal, financial, regulatory and other aspects of the Acquisition Proposal andthe Person making the offer and the strategic and other benefits of Merger I(and all changes to the terms of this Agreement proposed in a binding writtenproposal by the other party hereto in response to such Superior Offer orotherwise ), ( i ) is reasonably capable of being consummated on the termsproposed, and ( ii ) if consummated on such terms would result in a transactionmore favorable, from a financial point of view, to such party 's stockholders ( intheir capacities as stockholders ) than the terms of Merger I, it beingunderstood and agreed that the inclusion of a due diligence condition in anAcquisition Proposal shall preclude such Acquisition Proposal from being aAcquisition Proposal shall preclude such Acquisition Proposal from being aSuperior Offer for the purposes of Section 5.3(d ) hereof . For the purposes ofthis definition, the term shall have the meaning assignedto such term in Section 5.3(g)(i ), except that references to therein shallbe deemed to be references to