definiens: means any inquiry, proposal or offer fromany person relating to, or that would reasonably be expected to lead to, anydirect or indirect acquisition or purchase, in one transaction or a series oftransactions, of assets or businesses that constitute 15 % or more of therevenues, net income or the assets of the Company and its Subsidiaries, taken asa whole, or 15 % or more of any class of equity securities of the Company or anyof its Subsidiaries, any tender offer or exchange offer that if consummatedwould result in any person beneficially owning 15 % or more of any class ofequity securities of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving theCompany or any of its Subsidiaries pursuant to which any person or theshareholders of any person would own 15 % or more of any class of equitysecurities of the Company or any of its Subsidiaries or of any resulting parentcompany of the Company, other than the transactions contemplated by thisAgreement and the Stockholder Agreement