definiens: shall mean, other than the Transactions, any proposal or offer from any Person ( other than Parent, Merger Sub or any of their Affiliates ) or ( as defined in Section 13(d ) of the Exchange Act ) for, or inquiry relating toor indication of interest in, ( i ) the direct or indirect acquisition ( whether in a single transaction or a series of relatedtransactions ) of assets of the Company and the Company Subsidiaries ( including securities of Company Subsidiaries ) equal to20 % or more of the Company 's consolidated assets, ( ii ) the acquisition from the Company ( whether in a single transaction or aseries of related transactions ) of 20 % or more of the equity securities of the Company, ( iii ) a tender offer or exchange offerthat if consummated would result in any Person or ( as defined in Section 13(d ) of the Exchange Act ) beneficiallyowning 20 % or more of the equity securities of the Company or ( iv ) a merger, consolidation, share exchange, businesscombination, recapitalization, liquidation, dissolution or similar transaction involving the Company ( other than ( 1 ) mergers, consolidations, recapitalizations, share exchanges or other business combinations involving solely the Company and/or oneor more Company Subsidiaries and ( 2 ) mergers, consolidations, recapitalizations, share exchanges or other businesscombinations that if consummated would result in the holders of the outstanding shares of Company Common Stockimmediately prior to such transaction owning more than 80 % of the equity securities of the Company, or any successor oracquiring entity, immediately thereafter ), in each case, other than the Transactions