definiens: means any proposal or offer ( other than a proposal or offer made by Parent orSub ) contemplating or otherwise relating to a transaction or series of transactions ( other than the Transactions)involving ( i ) any merger, consolidation, share exchange, business combination, issuance of securities, direct orindirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction in which(A ) a person or ( as defined in the Exchange Act and the rules promulgated thereunder ) of persons directly orindirectly acquires, or if consummated in accordance with its terms would acquire, beneficial or record ownership ofsecurities representing more than 20 % of the outstanding shares of any class of voting securities of the Company,(B ) the Company issues securities representing more than 20 % of the outstanding shares of any class of votingsecurities of the Company or ( C ) the Company merges or consolidates directly with another person and as ofimmediately following the consummation of such transaction, any person or persons other than stockholders of theCompany as of immediately prior thereto would, directly or indirectly, own beneficially or of record securitiesrepresenting more than 20 % of the outstanding shares of any class of voting securities of the surviving entity or theresulting direct or indirect parent of such surviving entity, ( ii ) any sale, lease, exchange, transfer, acquisition ordisposition of any assets that constitute or account for ( A ) 20 % or more of the consolidated net revenues, consolidated net income or consolidated book value of the Company and the Company Subsidiaries or ( B ) 20 % ormore of the fair market value of the assets of the Company and the Company Subsidiaries or ( iii ) any liquidation ordissolution of the Company