definiens: means any proposal, offer or indication of interest ( other than this Agreement and the Merger ), whether in writing or otherwise, from any Person orgroup ( as defined in Section 13(d)(3 ) of the Exchange Act ) other than Parent, Merger Sub or any Affiliates thereof ( a ), relating to ( i ) any acquisition or purchase, directly or indirectly, of more than 20 % of the consolidated total assets ofthe Company and its Subsidiaries or more than 20 % of any class of equity or voting securities of the Company ; ( ii ) any tenderoffer ( including a self - tender offer ) or exchange offer that, if consummated, would result in any Third Party beneficiallyowning more than 20 % of any class of equity or voting securities of the Company ; or ( iii ) a merger, consolidation, shareexchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolutionor other similar transaction involving the Company