definiens: means any indication of interest, offer or proposal ( other than an indication of interest, offeror proposal made or submitted by Parent, Merger Sub or one or more of their Affiliates ) from any Person or ( asdefined in the Exchange Act ) contemplating or otherwise relating to any transaction or series of transactions involving:(a ) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction involving theCompany and ( i ) in which a Person or ( as defined in the Exchange Act ) of Persons directly or indirectlyacquires or would acquire beneficial or record ownership of securities representing more than 20 % of the outstandingsecurities or voting power of any class of voting securities of the Company or any surviving entity or ( ii ) in which theCompany issues securities representing more than 20 % of the outstanding securities of any class of voting securitiesof the Company ; ( b ) any sale, lease, exchange, transfer, license, acquisition or disposition of any business orbusinesses or assets, in each case, that constitute or account for 20 % or more of the net revenues, net income orassets of the Company ; or ( c ) any liquidation or dissolution of the Company