definiens: means any inquiry, proposal or offer from any Person or group ofPersons ( other than Parent and its Affiliates ) relating to, or that is reasonably likely to lead to, any direct or indirectacquisition or purchase, in one transaction or a series of transactions, including any merger, reorganization, consolidation, tender offer, self - tender, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction, ( A ) of assets or businesses of the Company andits Subsidiaries that generate 15 % or more of the consolidated net revenues or net income of the Company or that represent15 % or more of the consolidated total assets ( based on fair market value ), of the Company, immediately prior to suchtransaction, ( B ) of 15 % or more of any class of capital stock, other equity security or voting power of the Company or anyresulting parent company of the Company or ( C ) involving the Company or any of its Subsidiaries, individually or takentogether, whose businesses constitute 15 % or more of the consolidated net revenues, net income or total assets ( based on fairmarket value ) of the Company, immediately prior to such transaction, in each case other than the transactions contemplatedby this Agreement