definiens: means any offer, proposal or indication of interest from a Person or group ( other than aproposal or offer by Parent or any of its Subsidiaries ) at any time relating to a any transaction or series of relatedtransactions ( other than the transactions contemplated by this Agreement ) involving : ( i ) any acquisition or purchaseby any Person or group, directly or indirectly, of more than twenty percent ( 20 % ) of any class of outstanding equitysecurities of the Company, or any tender offer ( including a self - tender offer ) or exchange offer that, if consummated, would result in any Person or group beneficially owning more than twenty percent ( 20 % ) of any class of outstandingequity securities of the Company ; ( ii ) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving the Company and a Person or group pursuant towhich the stockholders of the Company immediately preceding such transaction hold less than eighty percent ( 80%)of the equity interests in the surviving or resulting entity of such transaction ; or ( iii ) any sale, lease ( other than in theordinary course of business ), exchange, transfer or other disposition to a Person or group of more than twenty percent(20 % ) of the consolidated assets of the Company and the Company Subsidiaries ( measured by the fair market valuethereof )