definiens: means any inquiry, proposal or offer from any Person or group ( otherthan Parent and its subsidiaries ) relating to ( i ) any direct or indirect acquisition or purchase, in a singletransaction or a series of related transactions, of ( A ) 20 % or more ( based on the fair market value thereof, asdetermined in good faith by the Company Board ) of the assets of the Company, or ( B ) 20 % or more of theaggregate 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 thestockholders of any Person ) beneficially owning, directly or indirectly, 20 % or more of the aggregate votingpower of the capital stock of the Company or of the surviving entity or the resulting direct or indirect parent ofthe Company or such surviving entity, other than, in each case, the Transactions