definiens: means any offer or proposal by any Person other than Parent, the Purchaser or any ParentSubsidiary concerning any ( a ) merger, consolidation, other business combination or similar transaction involving theCompany or any of its Subsidiaries, ( b ) sale, lease, license or other disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of the Company ( including without limitationEquity Interests of any of its Subsidiaries ) or any Subsidiary of the Company representing 20 % or more of the consolidatedassets, revenues or net income of the Company and its Subsidiaries, ( c ) issuance or sale or other disposition ( includingwithout limitation by way of merger, consolidation, business combination, share exchange, joint venture or similartransaction ) of Equity Interests representing 20 % or more of the voting power of the Company, ( d ) transaction or series oftransactions in which any Person will acquire beneficial ownership or the right to acquire beneficial ownership or any group(as defined in Section 13(d ) of the Exchange Act ) has been formed which beneficially owns or has the right to acquirebeneficial ownership of, Equity Interests representing 20 % or more of the voting power of the Company or ( e ) anycombination of the foregoing