definiens: means any bona fide written ( i ) proposal or offer for a merger, consolidation, dissolution, tender offer, recapitalization, share exchange or other business combination involving the Company ( other than any suchtransaction ( x ) involving solely the Company and one or more of its Subsidiaries or ( y ) that, if consummated, would not resultin any person or, within the meaning of Section 13(d ) of the Exchange Act, owning 20 % or more of the outstandingequity securities of the Company, ( ii ) proposal for the issuance by the Company of its equity securities that, if consummated, would result in any person or, within the meaning of Section 13(d ) of the Exchange Act, owning 20 % or more of theoutstanding equity securities of the Company or ( iii ) proposal or offer to acquire in any manner 42 ( including by virtue of the transfer of equity interests in one or more Subsidiaries of the Company ), directly or indirectly,20 % or more of the consolidated total assets of the Company and its Subsidiaries, in each case other than the transactionscontemplated by this Agreement