definiens: means any inquiry, proposal or offer from any Per son or group ( other than Parent and its subsidiaries ) relating to ( i ) a ny direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of ( A ) 20 % or more ( based on the fair market value th ereof, as determined by the Company Board ) of the assets of t he Company and the Company Subsidiary, taken as a w hole or ( B ) 20 % or more of the aggregate voting power of the capital stock of the Company, ( ii ) any tender offer, exchange offer, merger, consolidation, business com bination, recapitalization, liquidation, dissolutio n, binding share exchange or similar transaction involving the Company that, if consummated, would result in any Person or group ( or the stockholders of any Person ) benefi cially owning, directly or indirectly, 20 % or more of the aggregate voting power of the capital stock of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or such surviving en tity, other than, in each case, the Transactions or ( iii ) any combination of the foregoing