definiens: shall mean any proposal or offer from any third party ( other than aproposal or offer by Buyer or any of its subsidiaries ) relating to, or any inquiry that would reasonably be expected to lead to(i ) a merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange, businesscombination or similar transaction involving the Company or any of its significant subsidiaries pursuant to which any personor the stockholders of any person would own twenty - five percent ( 25 % ) or more of any class of equity securities of theCompany or any of its significant subsidiaries or of any resulting parent company of the Company ; or ( ii ) any direct orindirect acquisition or purchase by any person, in one transaction or a series of transactions, that would constitute twenty - fivepercent ( 25 % ) or more of the revenues, net income or assets of the Company and its subsidiaries, taken as a whole ( butexclusive of CPEX ), or twenty - five percent ( 25 % ) or more of any class of equity securities of the Company or any of itssignificant subsidiaries