definiens: means any inquiry, proposal or offer from any Person ( other thanParent or any of its Affiliates ) relating to, or that would reasonably be expected to lead to, any ( A ) merger, consolidation, business combination ( including by way of share exchange, joint venture or any similar transaction)or similar transaction involving the Company or any of its Subsidiaries, ( B ) direct or indirect sale, license, lease, transfer, exchange or other disposition, in one transaction or a series of transactions, including by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets representing 20 % or moreof the consolidated assets of the Company and its Subsidiaries, ( C ) issuance, sale, or other disposition, in onetransaction or series of transactions, including by way of merger, consolidation, business combination, shareexchange, joint venture or any similar transaction, of securities ( or options, rights or warrants to purchase, orsecurities convertible into or exchangeable for, such securities ) representing 20 % or more of the voting power of theCompany, ( D ) transaction, including any tender offer or exchange offer, that if consummated would result in orwould reasonably be expected to result in any Person or group beneficially owning 20 % or more of the voting powerof the Company or in which any Person or group shall acquire the right to acquire beneficial ownership of 20 % ormore of the outstanding voting power of the Company or ( E ) any combination of the foregoing