definiens: shall mean any inquiry, proposal or offer fromany Person or group ( other than Parent and its Subsidiaries ) relating to, in a single transaction or series of relatedtransactions, any direct or indirect ( i ) acquisition of 15 % or more of the consolidated assets of the Company and itsSubsidiaries ( based on the fair market value thereof, as determined in good faith by the Board of Directors of theCompany or any committee thereof ), including through the acquisition of one or more Subsidiaries of the Companyowning such assets, ( ii ) acquisition of 15 % or more of the outstanding Company Common Shares ( or issuance ofsecurities representing more than 15 % of the outstanding shares of any class of voting securities of the Company),(iii ) tender offer or exchange offer that if consummated would result in any Person or group beneficially owning 15 % ormore of the outstanding Company Common Shares or ( iv ) merger, consolidation, share exchange, businesscombination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to whichsuch Person or group ( or the shareholders of any Person ) would acquire, directly or indirectly, 15 % or more of theconsolidated assets of the Company and its Subsidiaries ( based on the fair market value thereof, as determined ingood faith by the Board of Directors of the Company or any committee thereof ) or 15 % or more of the aggregatevoting power of the Company or of the surviving entity in a merger, consolidation, share exchange or other businesscombination involving the Company or the resulting direct or indirect parent of the Company or such surviving entity, in each case, other than the Transactions ; provided, however, that this Agreement and the Transactions shall not bedeemed a Takeover Proposal