definiens: shall mean any inquiry, proposal or offer fromany Person or group ( other than Parent and its Subsidiaries ) relating to, in a single transaction or series of relatedtransactions, any direct or indirect ( i ) acquisition of more than 25 % of the consolidated assets of the Company and itsSubsidiaries ( based on the fair market value thereof, as determined in good faith by the Board of Directors of theCompany ), including through the acquisition of one or more Subsidiaries of the Company owning such assets,(ii ) acquisition of more than 25 % of the outstanding Company Common Stock or voting power of the Company,(iii ) tender offer or exchange offer that if consummated would result in any Person or group beneficially owning morethan 25 % of the outstanding Company Common Stock or voting power of the Company or ( iv ) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving theCompany pursuant to which such Person or group ( or the stockholders of any Person ) would acquire, directly orindirectly, more than 25 % of the consolidated assets of the Company and its Subsidiaries ( based on the fair marketvalue thereof, as determined in good faith by the Board of Directors of the Company ) or more than 25 % of theaggregate voting power of the Company or of the surviving entity in a merger, consolidation, share exchange or otherbusiness combination involving the Company or the resulting direct or indirect parent of the Company or suchsurviving entity, in each case, other than the Transactions ; provided, however, that this Agreement and theTransactions shall not be deemed a Takeover Proposal