definiens: means, with respect to Public Company or Merger Partner, ( a ) any inquiry, proposal or offer for a merger, consolidation, dissolution, sale of substantial assets, recapitalization, share exchange, tender offer or other business combination involvingsuch party and its Subsidiaries ( other than mergers, consolidations, recapitalizations, share exchanges or other business combinationsinvolving solely such party and/or one or more Subsidiaries of such party ), ( b ) any proposal for the issuance by such party of 15 % or more ofits equity securities or ( c ) any proposal or offer to acquire in any manner, directly or indirectly, 15 % or more of the equity securities orconsolidated total assets of such party and its Subsidiaries, in each case other than the transactions contemplated by this Agreement, provided, that commitments to participate in the Post - Closing Financing shall not be considered an Acquisition Proposal