definiens: means any indication of interest, proposal or offer from any Person or Group, other than Parent and itsSubsidiaries, relating to any ( i ) direct or indirect acquisition ( whether in a single transaction or a series of related transactions ) of assets of the Company orany of its Subsidiaries ( including securities of Subsidiaries ) equal to 20 % or more of the consolidated assets of the Company, or to which 20 % or more ofthe revenues or earnings of the Company on a consolidated basis are attributable for the most recent fiscal year for which audited financial statementsare then available, ( ii ) direct or indirect acquisition or issuance ( whether in a single transaction or a series of related transactions ) of 20 % or more of theoutstanding voting power of the Company or the outstanding shares of Company Common Stock, ( iii ) tender offer or exchange offer that, ifconsummated, would result in such Person or Group beneficially owning 20 % or more of the outstanding voting power of the Company or the outstandingshares of Company Common Stock, or ( iv ) merger, consolidation, share exchange, business combination, joint venture, reorganization, recapitalization, liquidation, dissolution or similar transaction or series of related transactions involving the Company or any of its Subsidiaries, under which such Personor Group or, in the case of clause ( B ), the stockholders or equityholders of any such Person or Group would acquire, directly or indirectly, ( A ) assetsequal to 20 % or more of the consolidated assets of the Company, or to which 20 % or more of the revenues or earnings of the Company on aconsolidated basis are attributable for the most recent fiscal year for which audited financial statements are then available, or ( B ) beneficial ownership of20 % or more of the outstanding voting power of the Company or the surviving or resulting entity in such transaction, 20 % or more of the outstandingequity or voting securities of the surviving or resulting entity in such transaction or 20 % or more of the outstanding shares of Company Common Stock