definiens: shall mean any proposal or offer from any Person ( other than Parent and its Affiliates ) or within themeaning of Section 13(d ) of the Exchange Act, relating to, in a single transaction or series of related transactions, any ( A ) acquisition of assetsof the Company equal to 20 % or more of the Company ’s consolidated assets or to which 20 % or more of the Company ’s revenues or earningson a consolidated basis are attributable, ( B ) issuance or acquisition of 20 % or more of the outstanding Shares, ( C ) recapitalization, tenderoffer or exchange offer that, if consummated, would result in any Person or group beneficially owning 20 % or more of the outstanding Sharesor ( D ) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similartransaction involving the Company that, if consummated, would result in any Person or group beneficially owning 20 % or more of theoutstanding Shares, in each case other than the Transactions