definiens: shall mean any proposal or offer from any Person ( other than Parent and its Affiliates ) or, within the meaning of Section 13(d ) of the Exchange Act, r elating to, in a single transaction or series of related transa ctions, any ( A ) acquisition or license of assets of the Company equal to 20 % or more of the Company ’s consolidated assets or to which 20 % or more of the Company ’s revenues or earnings on a consolidated basis are at tributable, ( B ) issuance or acquisition of 20 % or m ore of the outstanding Company Common Stock, ( C ) recapitalizat ion, tender offer or exchange offer that if consumm ated would result in any Person or group beneficially ow ning 20 % or more of the outstanding Company Common Stock or ( D ) merger, consolidation, amalgamation, s hare exchange, business combination, recapitalizati on, liquidation, dissolution or similar transaction inv olving the Company that if consummated would result in any Person or group beneficially owning 20 % or more of the outstanding Company Common Stock, in each case other than the Transactions