definiens: means any inquiry, prop osal or offer for, or indication of interest in, any ( A ) direct or indirect acquisition, exclusive l icense or purchase of any business or assets of Uta h or any of its Subsidiaries that, individually or in the aggregate, 105 constitutes 15 % or more of the net revenues, net in come or assets of Utah and its Subsidiaries, taken as a whole, ( B ) direct or indirect acquisition or purchase of 1 5 % or more of any class of equity securities, or In terests representing 15 % or more of the outstanding voting power, of Utah, ( C ) tender offer or exchange offer that, if consummated, would result in any Person or group ( o r the stockholders of any Person or group ) benefici ally owning 15 % or more of any class of equity securitie s, or Interests representing 15 % or more of the out standing voting power, of Utah, or ( D ) merger, consolidation, business combination, share exchange, joint ventu re, partnership, recapitalization, liquidation, dissolu tion or similar transaction involving any business of Utah or any of its Subsidiaries that constitutes 15 % or more of the net revenue, net income or assets of Utah and its Subsidiaries, taken as a whole . Notwithstanding the foregoing, a Competing Proposal shall not include any inquiry, proposal, offer, or indication of interest by the Foundation for the exercise or possible exe rcise by the Foundation of the Call Option in compliance with Se ction 7.27(b ) . The Combination and the other transa ctions contemplated hereby shall not be a Competing Propos al