definiens: means any proposal, offer, or inquiry from any Person orgroup of Persons relating to any direct or indirect acquisition or purchase, in one transaction or a series oftransactions, including any merger, reorganization, share exchange, consolidation, tender offer, exchange offer, stockacquisition, asset acquisition, business combination, liquidation, dissolution, joint venture or similar transaction, ( A ) ofor for assets or businesses of Beta and its Subsidiaries or Omega and its Subsidiaries, as applicable, that generate20 % or more of the net revenues or net income or that represent 20 % or more of the consolidated total assets ( basedon fair market value ) of Beta and its Subsidiaries or Omega and its Subsidiaries, respectively, taken as a whole, immediately prior to such transaction or ( B ) of or for 20 % or more of any class of capital stock, other equity securityor voting power of Beta or Omega ( or any resulting parent company of Beta or Omega ), in each case other than thetransactions contemplated by this Agreement