definiens: means, other than the transactions contemplated by this Agreement, any Third Partyoffer, proposal or inquiry relating to, or any Third Party indication of interest in, ( i ) any acquisition or purchase, director indirect, of 15 % or more of the consolidated assets of the Company and its Subsidiaries or 15 % or more of anyclass of equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in theaggregate, constitute 15 % or more of the consolidated assets of the Company and its Subsidiaries, ( ii ) any tenderoffer ( including a self - tender offer ) or exchange offer that, if consummated, would result in such Third Partybeneficially owning 15 % or more of any class of equity or voting securities of the Company or any of its Subsidiarieswhose assets, individually or in the aggregate, constitute 15 % or more of the consolidated assets of the Companyand its Subsidiaries or ( iii ) a merger, consolidation, share exchange, business combination, sale of substantially allthe assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Companyor any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15 % or more of the consolidatedassets of the Company and its Subsidiaries