definiens: means, other than the transactions contemplated by this Agreement, any offer, proposal, inquiry or indication of interest of any Third Party relating to ( i ) any acquisition or purchase, direct or indirect, of 15%or more of the consolidated assets of the Company and its Subsidiaries or to which 15 % or more of the consolidatedrevenues or earnings of the Company and its Subsidiaries are attributable or 15 % or more of any class of equity orvoting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute15 % or more of the consolidated assets of the Company, ( ii ) any tender offer ( including a self - tender offer ) orexchange offer that, if consummated, would result in such Third Party beneficially owning 15 % or more of any classof equity or voting securities of the Company or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 15 % or more of the consolidated assets of the Company, or ( iii ) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution orother similar transaction involving the Company or any of its Subsidiaries whose assets, individually or in theaggregate, constitute 15 % or more of the consolidated assets of the Company or to which 15 % or more of theconsolidated revenues or earnings of the Company and its Subsidiaries are attributable