definiens: means any inquiry, proposal or offer from any Person or group ( other than Parent and itssubsidiaries ) relating to ( i ) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of ( A ) more 38than 20 % ( based on the fair market value thereof, as determined by the Company Board ) of the assets ( including capital stock of theCompany Subsidiaries ) of the Company and Company Subsidiaries, taken as a whole, or ( B ) more than 20 % of the aggregate voting powerof the capital stock of the Company or ( ii ) any tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving the Company that, if consummated, would result in anyPerson or group ( or the stockholders of any Person ) beneficially owning, directly or indirectly, more than 20 % of the aggregate voting powerof the capital stock of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or such survivingentity, other than, in each case, the Transactions