definiens: shall mean any proposal or offer, whether or not in writing, for any transaction orseries of transactions involving the ( i ) direct or indirect acquisition or purchase of a business or assets thatconstitutes twenty percent ( 20 % ) or more of the consolidated net revenues, net income or the assets ( based on thefair market value thereof ) of such party and its Subsidiaries, taken as a whole, ( ii ) direct or indirect acquisition orpurchase of twenty percent ( 20 % ) or more of any class of equity securities or capital stock of such party or any of itsSubsidiaries whose business constitutes twenty percent ( 20 % ) or more of the consolidated net revenues, net incomeor assets of such party and its Subsidiaries, taken as a whole, or ( iii ) merger, consolidation, restructuring, transfer ofassets or other business combination, sale of shares of capital stock, tender offer, share exchange, exchange offer, recapitalization or other similar transaction that if consummated would result in any Person or Persons beneficiallyowning twenty percent ( 20 % ) or more of any class of equity securities of such party or any of its Subsidiaries whosebusiness constitutes twenty percent ( 20 % ) or more of the consolidated net revenues, net income or assets of suchparty and its Subsidiaries, taken as a whole, other than the Contemplated Transactions