“Acquisition Proposal” means any offer, proposal or indication of interest (other than an offer, proposal or indication of interest made or submitted by or on behalf of Parent, the Purchaser or their respective Affiliates) contemplating or otherwise relating to any Acquisition Transaction.

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“Acquisition Transaction” means any transaction or series of related transactions (other than the Transactions) involving, directly or indirectly, (a) any merger, consolidation, amalgamation, share exchange, business combination, joint venture, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction (including any single or multi-step transaction or series of related transactions) (i) in which a Third Person acquires beneficial or record ownership of securities (or instruments convertible into or exercisable or exchangeable for, such securities) representing more than twenty percent (20%) of the outstanding voting power of the Company or, if the Company is not a surviving entity in such transaction, of the surviving entity in such transaction involving the Company or (ii) in which the Company issues securities (or instruments convertible into or exercisable or exchangeable for, such securities) representing twenty percent (20%) or more of the outstanding voting power of the Company or, if the Company is not a surviving entity in such transaction, the surviving entity insuch transaction involving the Company; (b) any sale, lease, exchange, transfer, exclusive license, exclusive sublicense, acquisition or dispositio nof the assets of any business or businesses that constitute or account for more than twenty percent (20%) of the consolidated net revenues or consolidated net income (measured based on the twelve (12) full calendar months prior to the date of determination) or consolidated assets (measured based on fair market value as of the last day of the most recently completed calendar month) of the Company Entities; or (c) any combination of the foregoing.

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“Specified Acquisition Transaction” means any Acquisition Transaction, replacing all references to “twenty percent (20%)” in the definition of “Acquisition Transaction” with references to “eighty percent (80%).”

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“Superior Proposal” means any bona fide, written Acquisition Proposal (replacing the reference to “Acquisition Transaction” in the definition of “Acquisition Proposal” with a reference to “Specified Acquisition Transaction”) made after the date hereof that did not result from a breach of Section 6.9 on terms that the Company Board determines in good faith, based on the information then available, after consultation with the Company’s outside financial advisor and outside legal counsel, and after taking into account the financial, legal, regulatory and other aspects of such Acquisition Proposal, the identity and financial capability of the Third Person making such Acquisition Proposal and all of the terms and conditions of such Acquisition Proposal (including any termination or break-up fees, expense reimbursement provisions and any conditions (including with respect to the terms and conditionality of any financing, potential time delays or other risks to consummation), as well as any counter-offer or proposal made by Parent in response to such offer or otherwise) that the proposed Acquisition Transaction (a) would be reasonably likely to be consummated on a timely basis if accepted on the terms thereof (including reasonably likely to receive all required approvals of any Governmental Antitrust Authority), and (b) that, if consummated, would be more favorable to the holders of Company Shares from a financial point of view than the Transactions (or any counter-offer or proposal made by Parent in response to such offer or otherwise). (Page 8)

Question: Superior Offer Definition
Category: Deal Protection and Related Provisions
Answer: Greater than 50% but not "all or substantially all"