(b)    “Acquisition Proposal” means any Inquiry, offer or proposal relating to an Acquisition Transaction.(c)    “Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving: (i)    any direct or indirect purchase or other acquisition by any Third Person or “group” (as defined pursuant toSection 13(d) of the Exchange Act) of Persons, whether from the Company or any other Person(s), of securities representing more than20% of the total outstanding voting power of the Company after giving effect to the consummation of such purchase or otheracquisition, including pursuant to a tender offer or exchange offer by any Person or “group” of Persons that, if consummated inaccordance with its terms, would result in such Person or “group” of Persons beneficially owning more than 20% of the totaloutstanding voting power of the Company after giving effect to the consummation of such tender or exchange offer;(ii)    any direct or indirect purchase, exclusive license or other acquisition by any Third Person or “group” (as definedpursuant to Section 13(d) of the Exchange Act) of Persons of assets constituting or accounting for more than 20% of the consolidated assets, revenue or net income of the Company Group, taken as a whole (measured by the fair market value thereof as of the date of suchpurchase or acquisition); or (iii)    any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or othertransaction involving the Company pursuant to which (x) any Third Person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of Persons would hold securities representing more than 20% of the total outstanding voting power of the Companyoutstanding after giving effect to the consummation of such transaction or (y) stockholders of the Company immediately preceding suchtransaction hold less than 80% of the equity interests of the surviving or resulting entity of such transaction. <omitted>
(ffff)    “Superior Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction that (i) was not the result or effect of a violation of Section 5.3(b) and (ii) is on terms that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel), taking into account all legal, regulatory and financing aspects of the proposal (including certainty of closing), the identity of the Person making the proposal and other aspects of the Acquisition Proposal that the Company Board deems relevant, if consummated, would be more favorable from a financial point of view to the Company Stockholders (in their capacity as such) than the Transactions (taking into account any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination in accordance with Section 5.3(b)). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to (x) “20%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%” and (y) “80%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%”. (Page 16)

Question: Superior Offer Definition
Category: Deal Protection and Related Provisions
Answer: No