definiens: means any inquiry, offer or proposal, or any indication ofinterest in making an offer or proposal, made by a Person or group at any time which is structured to permit such Person orgroup to acquire beneficial ownership of any Purchased Assets or at least twenty - five percent ( 25 % ) of the assets36 of, or equity interest in, Seller and its Subsidiaries, taken as a whole, pursuant to a merger, consolidation or other businesscombination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or similar transaction, in each caseother than the Transactions, and ( ii ) means any bona fide Acquisition Proposal made by a Person orgroup ( except that references in the definition thereof to “ at least twenty - five percent ( 25 % ) of the assets of, or equity interestin, Seller and its Subsidiaries, taken as a whole, ” shall be replaced by “ more than fifty percent ( 50 % ) of the assets of, or equityinterests in, Seller and its Subsidiaries, taken as a whole ” ), in each case other than the Transactions, made in writing that theboard of directors of Seller has determined in its good faith judgment ( after consultation with its financial advisors andoutside counsel and after taking into account all legal, financial, regulatory and other aspects of the proposal, including thefinancing terms thereof ) is more favorable to Seller and/or Seller ’s stockholders than the Transactions . Notwithstandinganything to the contrary contained herein, in no event shall any acquisition by any Person or group from Seller at any timeafter the termination of this Agreement of any equity ( as defined in Section 2(a)(1 ) of the Securities Act ) of Sellerconstitute an Acquisition Proposal or a Superior Proposal if the board of directors of Seller shall in good faith determine thatsuch acquisition is made in connection with a bona fide financing or capital raising arrangement ( an ), norshall any agreement entered into by any Person or group with Seller after the termination of this Agreement in connectionwith or relating to an Equity Financing constitute an Acquisition Proposal or a Superior Proposal