definiens: means any proposal or offer relating to ( i ) the acquisition of twenty percent ( 20 % ) or more of any class of the equity interests in the Com pany ( by vote or by value ) by any Third Party, ( ii ) any merger, consolidation, business combination, reorganization, share exchange, sale of assets, recapitalization, equity investment, joint venture, liquidation, 2 dissolution or other transaction t hat would result in any Third Party acquiring assets ( including capital stock of or interest in any Subsidiary or any Affiliate of the Company ) representing, directly or indirectly, twenty percent ( 20 % ) or more of the net revenues, net income or assets of the Acquired Companies, taken as a whole, ( iii ) the acquisition ( whether by merger, consolidation, equity investment, share exchange, joint venture or otherwise ) by any Third Party, directly or indirectly, of any class of equity interest in any entity that holds assets representing, directly or indirectly, twenty percent ( 20 % ) or more of the net revenues, net income or assets of the Acquired Companies, taken as a whole, ( iv ) any tender offer or exchange offer, as such terms are defined under the Exchange Ac t, that, if consummated, would result in any Third Party beneficially owning twenty ( 20 % ) or more of the outstanding shares of Company Common Stock ( or instruments convertible to or exchangeable for twenty percent ( 20 % ) or more of such outstanding shares o f Company Common Stock ), ( v ) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving the Company pursuant to which the stockholders of the Company immediately p receding such transaction hold less than eighty percent ( 80 % ) of the equity interests in the surviving or resulting entity of such transaction or ( vi ) any combination of the foregoing