definiens: shall mean any proposal or offer, including any proposal or offerfrom or to the Company ’s stockholders, made by any person or group ( as defined under Rule 13(d ) of the Exchange Act ) otherthan Parent or its respective Subsidiaries and/or affiliates relating to, whether in a single transaction or series of relatedtransactions, and whether directly or indirectly, any ( i ) merger, reorganization, share exchange, consolidation, businesscombination, joint venture, partnership, recapitalization, dissolution, liquidation or similar transaction involving theCompany and/or its Subsidiary whose business or businesses constitute twenty - five percent ( 25 % ) or more of the assets orrevenues of the Company and its Subsidiary, taken as a whole, ( ii ) acquisition of assets of the Company and/or its Subsidiaryequal to twenty - five percent ( 25 % ) or more of the consolidated assets of the Company and its Subsidiary or to which twenty - five percent ( 25 % ) or more of the Company ’s revenues or earnings ( loss ) on a consolidated basis are attributable or(iii ) acquisition of beneficial ownership ( as defined under Rule 13(d ) of the Exchange Act ) of equity interests representing atwenty - five percent ( 25 % ) or greater economic or voting interest in the Company or tender offer or exchange offer that, ifconsummated, would result in any person or group ( as defined under Rule 13(d ) of the Exchange Act ) beneficially owningequity interests representing a twenty - five percent ( 25 % ) or greater economic or voting interest in the Company