definiens: means any inquiry, proposal or offer from any Person ( other than Parent, Merger Sub or any oftheir Affiliates ) or ( as defined in Section 13(d ) of the Exchange Act ) relating to ( i ) the direct or indirect acquisition(including by way of a license ) ( whether in a single transaction or a series of related transactions ) of assets of the Companyand the Company Subsidiaries ( including securities of Company Subsidiaries ) equal to 15 % or more of the Company’sconsolidated assets or to which 15 % or more of the Company ’s revenues or earnings on a consolidated basis are attributable,(ii ) the direct or indirect acquisition ( whether in a single transaction or a series of related transactions ) of 15 % or more of anyclass of equity securities of the Company, ( iii ) a tender offer or exchange offer that if consummated would result in anyPerson or ( as defined in Section 13(d ) of the Exchange Act ) beneficially owning 15 % or more of any class of equitysecurities of the Company, or ( iv ) a merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of the Company Subsidiaries, in each case, otherthan the Transactions ; provided, however, that with respect to a Significant Stockholder, shall be replaced with thepercentage of equity securities of the Company directly or indirectly owned by such Significant Stockholder as of the date ofthis Agreement ( for the avoidance of doubt, the aforementioned ownership of Company Common Stock by a SignificantStockholder as of the date hereof shall not, in and of itself, constitute a Takeover Proposal);-8- provided further, however, that the direct or indirect acquisition ( in one or more transactions ) of any equity securities ( or anyrights to acquire any equity securities ) of the Company by such Significant Stockholder occurring after the date of thisAgreement that results in such Significant Stockholder acquiring, directly or indirectly, equity securities of the Company ( orrights to acquire equity securities of the Company ) in excess of 2 % of all Company Common Stock outstanding on the datehereof shall constitute a Takeover Proposal