definiens: means any offer or proposal, or any indication of interestin making an offer or proposal, made or renewed by a Person or group at any time after the date hereof which is structured topermit such Person or group to acquire beneficial ownership of at least ten percent ( 10 % ) of the assets of, equity interest in, orbusinesses of, the Company 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, including anysingle or multi - step transaction or series of related transactions, in each case other than the Merger, and ( ii ) means any bona fide Acquisition Proposal ( except the references in the definition thereof to shall be replaced by fifty percent ( ) ) made in writing after the date hereof that ( x ) includes per - Share consideration thatis greater than the Offer Price ( including, only if the per - Share consideration is not all cash, a determination by the Board ofDirectors in good faith, on the advice of the Financial Advisor, to such effect ) and is otherwise on terms that the CompanyBoard has determined in its good faith judgment ( after consultation with its financial advisor and outside counsel and aftertaking into account all legal, financial, regulatory and other aspects of the proposal, including the financing terms thereof ) issuperior from a financial point of view to this Agreement, and ( y ) which the Company Board has determined in good faith(after consultation with its financial advisor and outside counsel and after taking into account all legal, financial, regulatoryand other aspects of the proposal ) is reasonably capable of being consummated