definiens: means any indication of interest, proposal or oﬀer from any Person or Group, other than Parent and itsSubsidiaries, relating to any ( i ) direct or indirect acquisition ( whether in a single transaction or a series of related transactions ) of assets of the Companyor any of its Subsidiaries ( including securities of Subsidiaries ) equal to 20 % or more of the consolidated assets of the Company, or to which 20 % or moreof the revenues or earnings of the Company on a consolidated basis are attributable for the most recent ﬁscal year for which audited ﬁnancial statementsare then available, ( ii ) direct or indirect acquisition or issuance ( whether in a single transaction or a series of related transactions ) of 20 % or more of theoutstanding voting power of the Company or the outstanding shares of Company Common Stock, ( iii ) tender oﬀer or exchange oﬀer that, ifconsummated, would result in such Person or Group beneﬁcially owning 20 % or more of the outstanding voting power of the Company or theoutstanding shares of Company Common Stock, or ( iv ) merger, consolidation, share exchange, business combination, joint venture, reorganization, recapitalization, liquidation, dissolution or similar transaction or series of related transactions involving the Company or any of its Subsidiaries, underwhich such Person or Group or, in the case of clause ( B ), the stockholders or equityholders of any such Person or Group would acquire, directly orindirectly, ( A ) assets equal to 20 % or more of the consolidated assets of the Company, or to which 20 % or more of the revenues or earnings of theCompany on a consolidated basis are attributable for the most recent ﬁscal year for which audited ﬁnancial statements are then available, or(B ) beneﬁcial ownership of 20 % or more of the outstanding voting power of the Company or the surviving or resulting entity in such transaction, 20 % ormore of the outstanding equity or voting securities of the surviving or resulting entity in such transaction or 20 % or more of the outstanding shares ofCompany Common Stock