definiens: shall mean any offer or proposal ( whether written, oral or otherwise ), relatingto any transaction or series of related transactions involving : ( A ) any purchase or acquisition by any person or ( as defined under Section 13(d ) of the Exchange Act and the rules and regulations thereunder ) of morethan a fifteen percent ( 15 % ) interest in the total outstanding voting securities of the Company or any of itssubsidiaries or any tender offer or exchange offer that if consummated would result in any person or groupbeneficially owning fifteen percent ( 15 % ) or more45of the total outstanding voting securities of the Company or any of its subsidiaries or any merger, consolidation, business combination or similar transaction involving the Company or any of its subsidiaries, ( B ) any sale, lease(other than in the ordinary course of business ), exchange, transfer, license ( other than in the ordinary course ofbusiness ) or disposition of more than fifteen percent ( 15 % ) of the assets of the Company ( including itssubsidiaries taken as a whole ), or ( C ) any liquidation or dissolution of the Company, in each case other than theTransactions ; and ( ii ) shall mean a bona fide written offer that is made by a third party to acquire, directlyor indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, allor substantially all of the assets of the Company or a majority of the total outstanding voting securities of theCompany and as a result of which the stockholders of the Company immediately preceding such transactionwould hold less than fifty percent ( 50 % ) of the equity interests in the surviving or resulting entity of suchtransaction or any direct or indirect parent or subsidiary thereof, on terms that the Board has in good faithconcluded ( following the receipt of advice of its outside legal counsel and its financial adviser ), taking intoaccount, among other things, all legal, financial, regulatory and other aspects of the offer and the person makingthe offer, to be more favorable, from a financial point of view, to the Company ’s stockholders ( in their capacitiesas stockholders ) than the terms of the Merger ( as they may be amended in accordance with Section 5.4(d)(iii)(D))and is reasonably capable of being consummated and for which financing, to the extent required, is then fullycommitted or reasonably determined by the Board to be available to consummate such a transaction