definiens: with respect to the Company, shall mean any offer or proposal, relating to anytransaction or series of related transactions involving : ( A ) any purchase from the 42Table of ContentsCompany or acquisition by any Person or ( as defined under Section 13(d ) of the Exchange Act and therules and regulations thereunder ) of a twenty percent ( 20 % ) or more interest in the total outstanding votingsecurities of the Company, or any tender offer or exchange offer that if consummated would result in any Person orgroup beneficially owning twenty percent ( 20 % ) or more of the total outstanding voting securities of the Company, or any merger, consolidation, business combination, recapitalization or similar transaction involving the Companyor any of its Subsidiaries that if consummated would result in the stockholders of the Company immediatelypreceding such transaction holding less than eighty percent ( 80 % ) of the equity interests in the surviving orresulting entity of such transaction or the resulting direct or indirect parent or subsidiary entity thereof as a result ofsuch transaction, ( B ) any sale, lease ( other than in the ordinary course of business ), exchange, transfer, license ( otherthan in the ordinary course of business ), or disposition of twenty percent ( 20 % ) or more of the assets of theCompany and its Subsidiaries taken as a whole ( including pursuant to the sale of equity in any Subsidiary of theCompany ), or ( C ) any liquidation or dissolution of the Company ( provided, however, the transactionscontemplated hereby shall not be deemed an Acquisition Proposal ) ; and(ii ) with respect to the Company, shall mean an unsolicited, bona fide written offer made bya third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization or similar transaction, all or substantially all of the assets of the Company ora majority of the total outstanding voting securities of the Company as a result of which the stockholders of theCompany immediately preceding such transaction would hold less than fifty percent ( 50 % ) of the equity interests inthe surviving or resulting entity of such transaction or any resulting direct or indirect parent or subsidiary entitythereof as a result of such transaction, on terms that the Board of Directors of the Company has in good faithconcluded ( after consultation with its outside legal counsel and its financial adviser ), taking into account all aspectsof such Acquisition Proposal, including, among other things, all legal, financial, regulatory and other aspects of theoffer and the Person making the offer, would if consummated result in a transaction that is more favorable from afinancial point of view to the Company ’s stockholders ( in their capacities as stockholders ) than the transactionscontemplated by this Agreement and is reasonably capable of being consummated on the terms proposed