definiens: means any bona fide proposal or offer ( including non - binding proposals or offers ) from any Person or Group, other than [COMPANY] and its Subsidiaries orany of its Concert Parties, relating to any ( i ) direct or indirect acquisition ( whether in a singletransaction or a series of related transactions ) of assets of [COMPANY] or any of its Subsidiaries(including equity securities of Subsidiaries ) equal to twenty percent ( 20 % ) or more of theconsolidated assets of [COMPANY], or to which twenty percent ( 20 % ) or more of the revenues orearnings of [COMPANY] on a consolidated basis are attributable for the most recent fiscal year forwhich audited financial statements are then available, ( ii ) direct or indirect acquisition ( includingby scheme of arrangement or takeover offer ) or issuance ( whether in a single transaction or aseries of related transactions ) of twenty percent ( 20 % ) or more of any class of equity or votingsecurities of [COMPANY], ( iii ) scheme of arrangement, tender offer, takeover offer or exchange offerthat, if consummated, would result in a Person or Group beneficially owning twenty percent(20 % ) or more of any class of equity or voting securities of [COMPANY], or ( iv ) scheme ofarrangement, merger, consolidation, share exchange, business combination, joint venture, reorganization, recapitalization or similar transaction involving [COMPANY] or any of its Subsidiaries, under which a Person or Group or, in the case of clause ( B ) below, the shareholders orequityholders of any Person or Group would, directly or indirectly, ( A ) acquire assets equal totwenty percent ( 20 % ) or more of the consolidated assets of [COMPANY], or to which 20 % or more ofthe revenues or earnings of [COMPANY] on a consolidated basis are attributable for the most recentfiscal year for which audited financial statements are then available, or ( B ) immediately aftergiving effect to such transactions, beneficially own twenty percent ( 20 % ) or more of any class of 3 equity or voting securities of [COMPANY] or the surviving or resulting Person ( including any parentPerson ) in such transaction