definiens: means an inquiry, offer or proposal received by Seller or any of Seller ’s Affiliates orRepresentatives regarding any of the following ( other than the transactions contemplated by this Agreement ): ( a ) anymerger, consolidation, share exchange, recapitalization, business combination or other similar transaction involvingany of the Company or the Continuing Subsidiaries ; ( b ) any sale, lease, exchange, mortgage, pledge, transfer, licenseor other disposition, in whole or part, of ten percent ( 10 % ) or more of the consolidated assets of the Business, takenas a whole ( which excludes any Transferred Subsidiaries or Transferred Assets ), in a single transaction or series ofrelated transactions ; ( c ) any offer for ten percent ( 10 % ) or more of the Membership Interests ; or ( d ) any publicannouncement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of theforegoing, in all cases, whether any of the Company, any Continuing Subsidiary or the Business is the target