definiens: means any inquiry, proposal or offer from any Person or group ( other thanParent and its subsidiaries ) relating to ( i ) any direct or indirect acquisition or purchase, in a single transaction or aseries of related transactions, of ( A ) 20 % or more ( based on the fair market value thereof, as determined by theCompany Board ) of the assets of the Company, or ( B ) 20 % or more of the aggregate voting power of the capital stockof the Company, ( ii ) any tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving the Company that, if consummated, would result in any Person or group ( or the stockholders of any Person ) beneficially owning, directly or indirectly, 20%or more of the aggregate voting power of the capital stock of the Company or of the surviving entity or the resultingdirect or indirect parent of the Company or such surviving entity, other than, in each case, the Transactions, or(iii ) any combination of the foregoing