definiens: with respect to the Transferred Entities, means any offer or proposal relating to anytransaction or series of related transactions involving : ( a ) any purchase from such party or acquisition by any Personor ( as defined under Section 13(d ) of the Exchange Act ) of fifteen percent ( 15 % ) or more of the totaloutstanding voting securities of the Transferred Entities, ( b ) any merger, consolidation, business combination orsimilar transaction involving the Transferred Entities, ( c ) any joint venture, sale, lease ( other than in the ordinarycourse of business ), exchange, transfer, exclusive license ( other than in the ordinary course of business ), acquisitionor disposition of fifteen percent ( 15 % ) or more of the assets of the Transferred Entities or ( d ) any liquidation ordissolution of the Transferred Entities ( provided, however, that the transactions between Purchasers and Sellerscontemplated by this Agreement shall not be deemed an Acquisition Proposal )