definiens: means any proposal, indication of interest or offer for ( A ) a merger ( including areverse merger ), tender offer, recapitalization, reorganization, liquidation, dissolution, business combination, share exchange, arrangement or 73 Exhibit 2.1consolidation, or any similar transaction involving Innovate or its Subsidiaries, ( B ) a sale, lease, exchange, mortgage, pledge, transfer or otheracquisition of assets representing twenty percent ( 20 % ) or more of the consolidated revenues, net income or assets of Innovate and its Subsidiaries, taken as a whole, in one or a series of related transactions, or ( C ) a purchase, tender offer or other acquisition ( including by way of merger, consolidation, share exchange, arrangement, consolidation or otherwise ) of beneficial ownership ( the term for purposes of thisAgreement having the meaning assigned thereto in Section 13(d ) of the Exchange Act and the rules and regulations thereunder ) of securitiesrepresenting twenty percent ( 20 % ) or more of the voting power of Innovate ( including securities of Innovate currently beneficially owned by suchPerson ) ; provided, however, that the term shall not include ( 1 ) the Merger or the other transactions contemplated bythis Agreement or ( 2 ) or the Innovate Post - Closing Financing ; and(ii ) shall mean an unsolicited bona fide Innovate Acquisition Proposal ( with all referencesto in the definition of Innovate Acquisition Proposal being treated as references to for these purposes)made by a third party that the Board of Directors of Innovate determines in good faith, after consultation with its outside legal counsel and financialadvisors, and after taking into account all financial, legal, regulatory, and other aspects of such Innovate Acquisition Proposal ( including the financingterms and the ability of such third party to finance such Innovate Acquisition Proposal ), ( A ) is more favorable from a financial point of view to theInnovate Shareholders than as provided hereunder ( including any changes to the terms of this Agreement proposed by the Company in response tosuch Innovate Superior Offer pursuant to and in accordance with Section 4.5(d ) or otherwise ) and ( B ) is reasonably capable of being completed on theterms proposed without unreasonable delay