definiens: means any proposal or offer made by a Person or group ( other than a proposal oroffer by Parent or any of its Subsidiaries ) at any time, including any amendment or modification to any existingproposal or offer, which is structured to permit such ( i ) Person or group to acquire beneficial ownership of at leasttwenty percent ( 20 % ) of the assets of, equity interest in, or businesses of, the Company ( whether pursuant to amerger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer orexchange offer or otherwise, including any single or multi - step transaction or series of related transactions ), or ( ii ) amerger, consolidation, recapitalization or other transaction that results in the stockholders of the Companyimmediately preceding such transaction holding less than eighty percent ( 80 % ) of the equity interests of the survivingor resulting entity of such transaction, in each case other than the Merger