definiens: shall mean any proposal or offer from any Person ( other thanParent and its Affiliates ) or, within the meaning of Section 13(d ) of the Exchange Act, including anyamendment or modification to any existing proposal or offer, relating to, in a single transaction or series of relatedtransactions, any ( A ) acquisition or license of assets of the Company equal to 15 % or more of the Company’sconsolidated assets or to which 15 % or more of the Company ’s revenues or earnings on a consolidated basis areattributable, ( B ) issuance or acquisition of 15 % or more of the outstanding Company Common Stock, ( C)recapitalization, tender offer or exchange offer that if consummated would result in any Person or group beneficiallyowning 15 % or more of the outstanding Company Common Stock or ( D ) merger, consolidation, amalgamation, shareexchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Companythat if consummated would result in any Person or group beneficially owning 15 % or more of the outstandingCompany Common Stock, in each case other than the Transactions