definiens: means any proposal, inquiry or offer ( whether or not inwriting ) from any Person ( other than Parent or Merger Sub or any of their Affiliates ) with respect to, in a single transaction orseries of transactions, any ( i ) merger, consolidation, share exchange, other business combination or similar transactioninvolving the Company, ( ii ) sale, lease, contribution or other disposition, directly or indirectly ( including by way of merger, consolidation, share exchange, other business combination, partnership, joint venture, sale of capital stock of or other equityinterests in a Subsidiary of the Company or otherwise ), of any business or asset or assets of the Company or any of itsSubsidiaries representing 15 % or more of the consolidated net income, revenues or assets ( whether determined by reference tobook value or fair market value ) of the Company and its Subsidiaries, taken as a whole, ( iii ) issuance, sale or otherdisposition, directly or indirectly, to any Person ( or the stockholders of any Person ) or group of securities ( or options, rightsor warrants to purchase, or securities convertible into or exchangeable for, such securities ) or any interest in such securitiesrepresenting 15 % or more of the outstanding shares of Company Common Stock or of the voting power of the Company’scapital stock, ( iv ) transaction in which any Person ( or the stockholders of any Person ) shall acquire, directly or indirectly, Beneficial Ownership, or the right to acquire Beneficial Ownership, or formation of any group which beneficially owns or hasthe right to acquire Beneficial Ownership of, 15 % or more of the outstanding shares of Company Common Stock or of thevoting power of the Company ’s capital stock or ( v ) combination of the foregoing