definiens: means any offer or proposal from any Third Party relating to any transaction or seriesof related transactions involving ( i ) any acquisition or purchase by any Third Party, directly or indirectly, of 20 % ormore of the consolidated assets of the Company and its Subsidiaries, taken as a whole, or 20 % or more of theoutstanding voting or equity securities of the Company, or any tender offer or exchange offer that, if consummated, would result in any Third Party beneficially owning 20 % or more of the outstanding voting or equity securities of theCompany, ( ii ) any merger, amalgamation, consolidation, share exchange, business combination, joint venture or othersimilar transaction involving the Company or any of its Subsidiaries, the business of which constitutes 20 % or moreof the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, ( iii ) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or anyof its Subsidiaries, the business of which constitutes 20 % or more of the net revenues, net income or assets of theCompany and its Subsidiaries, taken as a whole, ( iv ) any merger, consolidation, share exchange, businesscombination, joint venture, recapitalization, reorganization or other similar transaction involving the Company pursuantto which the stockholders of the Company immediately preceding such transaction hold less than 80 % of the equityinterests in the surviving or resulting entity of such transaction or ( v ) any combination of the foregoing