definiens: means any offer or proposal concerning any ( a ) -------------------merger, consolidation, business combination, or similar transaction involvingthe Company or any Significant Subsidiary of the Company pursuant to which theshareholders of the Company immediately prior to such transaction would own lessthan 80 % of any class of equity securities of the entity surviving or resultingfrom such transaction ( or the ultimate parent entity thereof ), ( b ) sale or otherdisposition directly or indirectly of assets of the Company or the CompanySubsidiaries representing 20 % or more of the consolidated assets of the Companyand the Company Subsidiaries, ( c ) issuance, sale, or other disposition ofsecurities ( or options, rights or warrants to purchase, or securitiesconvertible into or exchangeable for, such securities ) in each case by theCompany representing 20 % or more of the voting power of the Company or ( d)transaction in which any person shall acquire beneficial ownership, or the rightto acquire beneficial ownership or any group shall have been formed whichbeneficially owns or has the right to acquire beneficial ownership of, 20 % ormore of the outstanding voting capital stock of the Company ( other than theMerger )