definiens: means any indication of interest, proposal or oﬀer from any Person or Group, other than the Company andits Subsidiaries, relating to any ( i ) direct or indirect acquisition ( whether in a single transaction or a series of related transactions ) of assets of Parent orany of its Subsidiaries ( including securities of Subsidiaries ) equal to 50 % or more of the consolidated assets of Parent, or to which 50 % or more of therevenues or earnings of Parent on a consolidated basis are attributable for the most recent ﬁscal year for which audited ﬁnancial statements are thenavailable, ( ii ) direct or indirect acquisition or issuance ( whether in a single transaction or a series of related transactions ) of 50 % or more of theoutstanding voting power of Parent or the Parent Ordinary Shares, ( iii ) tender oﬀer or exchange oﬀer that, if consummated, would result in such Personor Group beneﬁcially owning 50 % or more of the outstanding voting power of Parent or the Parent Ordinary Shares, or ( iv ) merger, consolidation, shareexchange, business combination, scheme of arrangement, joint venture, reorganization, recapitalization, liquidation, dissolution or similar transaction orseries of related transactions involving Parent or any of its Subsidiaries, under which such Person or Group or, in the case of clause ( B ), thestockholders or equityholders of any such Person or Group would acquire, directly or indirectly, ( A ) assets equal to 50 % or more of the consolidatedassets of Parent, or to which 50 % or more of the revenues or earnings of Parent on a consolidated basis are attributable for the most recent ﬁscal yearfor which audited ﬁnancial statements are then available, or ( B ) beneﬁcial ownership of 50 % or more of the outstanding voting power of Parent or thesurviving or resulting entity in such transaction, 50 % or more of the outstanding equity or voting securities of the surviving or resulting entity in suchtransaction or 50 % or more of the outstanding Parent Ordinary Shares