definiens: shall mean any proposal or offer from any Person ( other than Parent and its Affiliates ) or, within the meaning of Section 13(d ) of the Exchange Act, including any amendment or modification to any existing proposal or offer, relating to, in a single transaction or series of related transactions, any ( a ) acquisition, purchase or license, directly or indirectly, of assets ofthe Acquired Corporations equal to 15 % or more of the Acquired Corporations ’ consolidated assets or to which 15 % or more of the AcquiredCorporations ’ revenues or earnings on a consolidated basis are attributable, ( b ) issuance, purchase or acquisition, directly or indirectly, of15 % or more of any class of any capital stock, ordinary shares, other equity interests or other equity securities of any Acquired Corporation,(c ) recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 15 % or moreof any class of any capital stock, ordinary shares, other equity interests or other equity securities of any Acquired Corporation or ( d ) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involvingany Acquired Corporation that if consummated would result in any Person or group beneficially owning 15 % or more of any class of anycapital stock, ordinary shares, other equity interests or other equity securities of any Acquired Corporation, in each case other than theTransactions