definiens: means any bona fide offer or proposal(whether in writing or otherwise ) from any Person ( other than Parent, Purchaser or any Affiliates thereof ) relating to, orthat is reasonably expected to lead to, ( i ) any merger, consolidation, share exchange, recapitalization, liquidation, orother business combination involving the Company or any of its Subsidiaries, ( ii ) the acquisition or purchase of more than20 % of any class of equity securities of the Company or any of its Subsidiaries, ( iii ) any tender offer ( including self - tenders ) or exchange offer that if consummated would result in any Person beneficially owning more than 20 % of anyclass of equity securities of the Company, or ( iv ) the acquisition or purchase ( including by way of license ) of more than20 % of the consolidated assets of the Company or assets to which 20 % or more of the Company ’s revenues, net incomeor earnings before interest expense, taxes, depreciation and amortization on a consolidated basis are attributable, otherthan the transactions contemplated by this Agreement