definiens: shall mean any offer, proposal or indication of interest ( other than an offer, proposal orindication of interest by Parent or its Affiliates ) contemplating or otherwise relating to any transaction or series of relatedtransactions involving any:(a ) merger, consolidation, share exchange, business combination, issuance of securities, direct or indirectacquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction in which : ( i ) a Person or ( as defined in the Exchange Act and the rules promulgated thereunder ) of Persons directly or indirectly acquiresbeneficial or record ownership of securities representing more than 15 % of the outstanding shares of any class of votingsecurities of the Company ; or ( ii ) the Company issues securities representing more than 15 % of the outstanding shares of anyclass of voting securities of the Company;(b ) sale, lease, exchange, transfer, acquisition or disposition of any assets that constitute or account for : ( i ) 15 % ormore of the consolidated net revenues of the Company, consolidated net income of the Company or consolidated book valueof the Company ; or ( ii ) 15 % or more of the fair market value of the assets of the Company ; or(c ) liquidation or dissolution of the Company