definiens: means any inquiry, proposal or offer from any Person ( other than Parent and itsSubsidiaries ) relating to, in one or any series of transactions with such Person, any ( i ) acquisition of assets of the Companyand its Subsidiaries ( including securities of Subsidiaries, but excluding sales of assets in the ordinary course of business)equal to 15 % or more of the Company ’s consolidated assets or to which 15 % or more of the Company ’s revenues or earningson a consolidated basis are attributable, ( ii ) acquisition of 15 % or more of the outstanding Company Common Stock,(iii ) tender offer or exchange offer that if consummated would result in any Person beneficially owning 15 % or more of theoutstanding Company Common Stock or ( iv ) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company ; in each case, other than the Transactions