definiens: means any bona fide proposal or bona fide offer made by a Person or group(other than a proposal or offer by Parent or any of the Parent Subsidiaries ) for ( a ) the acquisition by any Person of20 % or more of the assets of the Company and the Company Subsidiaries, taken as a whole, measured by eitherbook value or fair market value ( including equity securities of the Company ’s Subsidiaries ) ; ( b ) the acquisition by anyPerson ( or the stockholders of any Person ) of 20 % or more of the outstanding capital stock, other equity securities orvoting power of the Company ; or ( c ) any merger, business combination, consolidation, share exchange, recapitalization or similar transaction involving the Company as a result of which the holders of the CompanyCommon Stock immediately prior to such transaction do not, in the aggregate, own at least 80 % of the outstandingvoting power of the surviving or resulting entity in such transaction immediately after consummation thereof, in eachcase other than the Merger