definiens: shall mean any proposal or offer from any Person ( other than Parent and its Affiliates ) or, within the meaning of Section 13(d ) of the Exchange Act, relating to, in a single transaction or series of related transactions, any ( A ) acquisition or licenseof assets of the Company equal to 15 % or more of the Company ’s consolidated assets or to which 15 % or more of the Company ’s revenues or earningson a consolidated basis are attributable, ( 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 beneficially owning 15 % or more of the outstanding CompanyCommon Stock or ( D ) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similartransaction involving the Company that 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