definiens: means any proposal or offer relating to ( i ) the acquisition of twenty percent ( 20 % ) or more of the Company Common Stock by any Third Party, ( ii ) any merger, consolidation, business combination, reorganization, sale of assets, recapitalization, liquidation, dissoluti on or other similar transaction that would result in any Third Party acquiring assets ( including intellectual property rights or the capital stock of or interest in any Subsidiary of the Company ) representing, directly or indirectly, twenty percent ( 20 % ) o r more of the assets of the Acquired Companies, taken as a whole, ( iii ) any tender offer or exchange offer, as such terms are defined under the Exchange Act, that, if consummated, would result in any Third Party beneficially owning twenty percent ( 20 % ) or more of the outstanding shares of Company Common Stock ( or instruments convertible into or exchangeable for twenty percent ( 20 % ) or more of such outstanding shares ), ( iv ) any merger, consolidation, business combination, reorganization, recapitalization, li quidation, dissolution or other similar transaction involving the Company that would result in any Third Party ( or stockholders of such Third Party ) holding twenty percent ( 20 % ) or more of the equity interests in the surviving or resulting entity of such t ransaction or ( v ) any combination of the foregoing