definiens: means any inquiry, proposal or offer from any Person or group relatingto ( i ) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of ( A)20 % or more ( based on the fair market value thereof, as determined by the Company Board ) of the assets ( includingcapital stock of the Company Subsidiaries ) of the Company and Company Subsidiaries, taken as a whole, or ( B ) 20%or more of the aggregate voting power of the capital stock of the Company or ( ii ) any tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange orsimilar transaction involving the Company that, if consummated, would result in any Person or group ( or theshareholders of any Person ) owning, directly or indirectly, 20 % or more of the aggregate voting power of the capitalstock of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or suchsurviving entity, other than, in each case, the Transactions