definiens: means any bona fide proposal or bona fide offer made by any Person for ( i ) the acqu isition of Seller Parent by scheme of arrangement, takeover offer or business combination transaction as a resu lt of which the holders of Seller Parent shares imm ediately prior to such transaction do not, in the aggregate, own a t least 20 % of the outstanding voting power of the surviving or resulting entity in such transaction immediately af ter consummation thereof ; ( ii ) the acquisition by a ny Person ( or the stockholders of any Person ) of 80 % or more of t he outstanding Seller Parent Shares ; or ( iii ) any m erger, business combination, consolidation, share exchange, recapitalization or similar transaction involving Seller Parent as a result of which the holders of Seller Parent S hares immediately prior to such transaction do not, in the aggregate, own at least 20 % of the outstanding voti ng power of the surviving or resulting entity in su ch transaction immediately after consummation thereof