definiens: means any bona fide proposal or bona fide offer made by any Person for ( i ) the acquisition of Seller Parent by scheme of arrangement, takeover offer or business combination transaction as a result of which the holders of Seller Parent shares immediately prior to such transaction do not, in the aggregate, own at least 20 % of the outstanding voting power of the surviving or resulting entity in such transaction immediately after consummation the reof ; ( ii ) the acquisition by any Person ( or the stockholders of any Person ) of 80 % or more of the outstanding Seller Parent Shares ; or ( iii ) any merger, business combination, consolidation, share exchange, recapitalization or similar transaction involving Seller Parent as a result of which the holders of Seller Parent Shares immediately prior to such transaction do not, in the aggregate, own at least 20 % of the outstanding voting power of the surviving or resulting entity in such transaction immediately after consummation thereof