definiens: with respect to the Company shall mean any offer or proposal for, or any indication ofinterest in, by any Person or group of Persons, one or a series of related transactions ( other than the Offer ) involving(i ) any direct or indirect acquisition or purchase of ( A ) Company Shares that would result in any Person or a group ofPersons beneficially owning 25 % or more of the Company Shares or ( B ) assets of the Company or any of itsSubsidiaries, including by way of the acquisition or purchase of, or subscription to, any class of equity securities orvoting rights of any of its Subsidiaries, that represent ( or generate ) 25 % or more of the consolidated gross revenue, consolidated EBITDA or consolidated gross assets of the Company, as presented in the most recent audited annualconsolidated financial statements of the Company ; or ( ii ) any merger, reorganization, restructuring, contribution, shareexchange, consolidation, business combination, joint venture, recapitalization, liquidation, dissolution or similartransaction involving the Company or any of its Subsidiaries or any of their respective assets meeting the tests setforth in clause ( i)(B ) of this definition