definiens: means, at any time, whether or not in writing, any proposal or offer(including any modification or proposed modification thereto ), with respect to : ( a ) the acquisition or purchase by any Person or group of Persons acting jointly or in concert of anycapital stock or other voting securities, or securities convertible into or exercisable or exchangeablefor any [COMPANY] Shares or other voting securities of [COMPANY] or any of its Subsidiaries representing20 % or more of the outstanding voting securities of [COMPANY] or such Subsidiary ; or ( b ) the acquisition or purchase by any Person or group of Persons acting jointly or in concert of anyassets of [COMPANY] and/or one or more of its Subsidiaries ( including equity interests of any Subsidiaryof [COMPANY] ) which assets individually or in the aggregate contribute 20 % or more of the consolidatedrevenue or represent 20 % or more of the total asset value of [COMPANY] and its Subsidiaries taken as awhole ( in each case based on the consolidated financial statements of [COMPANY] most recently filedprior to such time as part of the 102 [COMPANY] Public Disclosure Record ) ( or any lease, license, royalty, long - term supply agreement orother arrangement having a similar economic effect ) ; or ( c ) a merger, amalgamation, recapitalization, reorganization, or other business combination ( including byway of plan of arrangement ) involving [COMPANY] or any of its Subsidiaries whether in a singletransaction or a series of related transactions, in each case excluding the Transaction and excluding any transaction between only [COMPANY] and/or one or more ofits Subsidiaries