definiens: shall mean any proposal or offer by or from any P erson ( other than Parent and its Affiliates ) or, within the meaning of Section 23(d ) of the Exchange Act, including any amendment or modification to any such proposal or offer, relating to, in a single transa ction or series of related transactions, any ( a ) acquisition or license of assets of the Acquired Corporations equal to 20 % or more of the Company ’s assets or to which 20 % or more of the Company ’s revenues or earnings are attributable, ( b ) issuance or acquisition of 20 % or more of the outstanding Shares, ( c ) recapitalizati on, tender offer or exchange offer that if consummated would r esult in any Person or group beneficially owning 20 % or more of the outstanding Shares or ( d ) merger, conso lidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolu tion or similar transaction involving the Company t hat if consummated would result in any Person or group ben eficially owning 20 % or more of the outstanding Sha res, in each case other than the Transactions