definiens: shall mean any proposal or offer from any Person ( other thanParent and its Affiliates ) or, within the meaning of Section 23(d ) of the Exchange Act, relating to, in a singletransaction or series of related transactions, any ( A ) acquisition or license of assets of the Company and itsSubsidiaries equal to 20 % or more of the Company ’s consolidated assets or to which 20 % or more of the Company’srevenues or earnings on a consolidated basis are attributable, ( B ) issuance or acquisition of 20 % or more of theoutstanding Company Common Stock, ( C ) recapitalization, tender offer or exchange offer that if consummated wouldresult in any Person or group beneficially owning 20 % or more of the outstanding Company Common Stock or(D ) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or groupbeneficially owning 20 % or more of the outstanding Company Common Stock, in each case other than theTransactions