definiens: means any indication of interest, proposal or offer from any Person or Group, other than the Company andits Subsidiaries, relating to any ( i ) direct or indirect acquisition ( whether in a single transaction or a series of related transactions ) of assets of Parent orany of its Subsidiaries ( including securities of Subsidiaries ) equal to 50 % or more of the consolidated assets of Parent, or to which 50 % or more of therevenues or earnings of Parent on a consolidated basis are attributable for the most recent fiscal year for which audited financial statements are thenavailable, ( ii ) direct or indirect acquisition or issuance ( whether in a single transaction or a series of related transactions ) of 50 % or more of theoutstanding voting power of Parent or the Parent Ordinary Shares, ( iii ) tender offer or exchange offer that, if consummated, would result in such Person orGroup beneficially owning 50 % or more of the outstanding voting power of Parent or the Parent Ordinary Shares, or ( iv ) merger, consolidation, shareexchange, business combination, scheme of arrangement, joint venture, reorganization, recapitalization, 10 liquidation, dissolution or similar transaction or series of related transactions involving Parent or any of its Subsidiaries, under which such Person orGroup or, in the case of clause ( B ), the stockholders or equityholders of any such Person or Group would acquire, directly or indirectly, ( A ) assets equalto 50 % or more of the consolidated assets of Parent, or to which 50 % or more of the revenues or earnings of Parent on a consolidated basis areattributable for the most recent fiscal year for which audited financial statements are then available, or ( B ) beneficial ownership of 50 % or more of theoutstanding voting power of Parent or the surviving or resulting entity in such transaction, 50 % or more of the outstanding equity or voting securities of thesurviving or resulting entity in such transaction or 50 % or more of the outstanding Parent Ordinary Shares