definiens: means any proposal or offer from anyPerson or group with respect to, in a single transaction or series of related transactions, any ( i ) direct or indirectacquisition of 20 % or more of the consolidated assets of CGI and the CGI Subsidiaries ( based on the fair marketvalue thereof ), ( ii ) direct or indirect acquisition of outstanding or newly issued CGI Common Stock or other securitiesof CGI ( including, without limitation, any outstanding or newly issued options, rights or warrants to purchase, orsecurities convertible into or exchangeable for, CGI Common Stock or other securities representing such votingpower ) representing ( after giving effect to such acquisition ) 20 % or more of the outstanding CGI Common Stock or ofthe outstanding voting power of CGI, or any other direct or indirect acquisition of 20 % or more of the outstandingvoting power of CGI, regardless of the method, form or structure of such other direct or indirect acquisition, ( iii ) tenderoffer or exchange offer that if consummated would result, directly or indirectly, in any Person or group ( or theshareholders of any Person or group ) beneficially owning ( the term or concept of for purposes ofthis Agreement having the meaning assigned thereto in Section 13(d ) of the Exchange Act and the rules andregulations thereunder ) 20 % or more of the outstanding CGI Common Stock or of the outstanding voting power of CGIor ( iv ) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or othersimilar transaction involving CGI or any CGI Subsidiary which would result in any Person or group ( or the shareholdersof any Person or group ) beneficially owning, directly or indirectly, 20 % or more of the outstanding voting power of CGIor of the surviving entity in a merger involving CGI or the resulting direct or indirect parent of CGI or such survivingentity ( or outstanding options, rights or warrants to purchase, or outstanding securities convertible into orexchangeable for, securities representing such voting power ) . For the avoidance of doubt, ( x ) none of the Merger norany of, the Equity Investment or the other Transactions shall be deemed a CGI Takeover Proposal, ( y ) subject toSection 5.02, the issuance for cash by CGI of shares of CGI Common Stock or any other securities of CGI ( including, without limitation, options, rights or warrants to purchase, or convertible notes, shares of capital stock or othersecurities convertible into or exchangeable for, CGI Common Stock or other shares of capital stock of CGI ) forpurposes of obtaining debt financing for the combined company, and ( z ) any proposal or offer with respect to any ofthe transactions described under either of the foregoing clauses ( x ) and ( y ), shall not be deemed a CGI TakeoverProposal . Wherever the term is used in this Section 5.06, it is used as defined in Rule 13d-3 under theExchange Act