definiens: means any proposal, indication of interest or offer from any Person ( otherthan Parent and its Subsidiaries or Affiliates ) relating to ( i ) any direct or indirect acquisition or purchase of thebusiness or assets ( including equity interests in Subsidiaries ) of the Company or any of its Subsidiaries representing15 % or more of the consolidated revenues, net income or assets of the Company, ( ii ) any issuance, sale or otherdisposition, directly or indirectly, to any Person of securities representing 15 % or more of the total voting power of theCompany, ( iii ) any tender offer or exchange offer that if consummated would result in any Person, directly orindirectly, beneficially owning 15 % or more of any class of equity securities of the Company, ( iv ) any merger, consolidation, amalgamation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries that would result in any Person, directly or indirectly, beneficially owning 15 % or more of any class of equity securities of the Company or ( v ) anycombination of the foregoing