definiens: means any bona fide proposal or bona fide offer made by a Person or group ( otherthan ( i ) a proposal or offer by the Company or any of the Company Subsidiaries and ( ii ) the Pending ParentTransaction ) for ( a ) the acquisition by any Person of 20 % or more of the assets of Parent and the Parent Subsidiaries, taken as a whole, measured by either book value or fair market value ( including equity securities of the ParentSubsidiaries ) ; ( b ) the acquisition by any Person ( or the stockholders of any Person ) of 20 % or more of the outstandingParent Shares ; or ( c ) any merger, business combination, consolidation, share exchange, recapitalization or similartransaction involving Parent as a result of which the holders of Parent Shares immediately prior to such transaction donot, in the aggregate, own at least 80 % of the outstanding voting power of the surviving or resulting entity in suchtransaction immediately after consummation thereof, in each case other than the Merger