definiens: means ( i ) any proposal, offer, inquiry or indication of interest from any Person or group ( as defined in or underSection 13 of the Exchange Act ) relating to a merger, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination, joint venture, partnership, dissolution, liquidation, spin - off, extraordinary dividend or similartransaction ( or series of transactions ) involving the Company or any of its Subsidiaries which is structured to permit such Person or group to, directly or indirectly, acquire beneficial ownership of twenty percent ( 20 % ) or more of the outstanding Shares, or twenty percent ( 20 % ) ormore of the consolidated net revenues, net income or total assets of the Company and ( ii ) any acquisition ( whether by purchase, lease, exchange, transfer or other disposition ) by any Person or group ( as defined in or under Section 13 of the Exchange Act ) resulting in, orproposal, offer, inquiry or indication of interest, which if consummated would result in, any Person becoming the beneficial owner of, directlyor indirectly, in one or a series of related transactions, twenty percent ( 20 % ) or more of the outstanding Shares, or twenty percent ( 20 % ) ormore of the consolidated net revenues, net income or total assets ( measured by market value thereof ) of the Company, or any tender offer(including a self - tender offer ) or exchange offer that, if consummated, would result in any Person beneficially owning more than twentypercent ( 20 % ) of the Shares, in each case, other than the transactions contemplated by this Agreement