definiens: means any offer, proposal, indication ofinterest that relates to ( i ) any merger, consolidation, recapitalization, restructuring, liquidation, dissolution or other direct or indirect businesscombination involving the Company or any of its subsidiaries, ( ii ) the issuanceby the Company or any of its subsidiaries of capital stock representing 20 % ( innumber or voting power ) or more of the total outstanding voting securities ofthe Company or any of its subsidiaries to any Person or group ( as defined underthe Exchange Act ), in a transaction or series of related transactions ( otherthan pursuant to customary agreements with and between underwriters and sellinggroup members with respect to a bona fide public offering of securities oragreements with and between Persons and the Company with respect to any otherbona fide issuance of securities by the Company to such Persons for resalewithin 40 days, including without limitation pursuant to Section 4(2 ) of theSecurities Act or Rule 144A or Regulation S promulgated under the SecuritiesAct ), ( iii ) any tender or exchange offer that if consummated would result in anyPerson or group ( as defined under the Exchange Act ) beneficially owning 20 % ( innumber or voting power ) or more of the total outstanding voting securities ofthe Company or any of its subsidiaries or ( iv ) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series ofrelated transactions, by the Company or a subsidiary of the Company of assetscomprising 20 % or more of the assets of -21-<PAGE > the Company and its subsidiaries taken as a whole