definiens: means any offer or proposal for ( i ) a transaction or series of related transactions pursuant to which any person ( or of persons as such term is defined under Section 13(d ) of the Exchange Act ) other than the Parent or Merger Sub ( a ) acquires 25 % or more of the outstanding shares of Company Common Stock, including without limitation a tender offer or an exchange offer which, if consummated, would result in a Third Party acquiring 25 % or more of the outstanding shares of Company Common Stock, ( ii ) a merger or other business combination involving the Company pursuant to which any Third Party acquires securities representing 25 % or more of the aggregate voting power of all outstanding securities of the company surviving the merger or business combination, or ( iii ) any other transaction pursuant to which any Third Party acquires control of assets ( including for this purpose the outstanding equity securities of any Company Subsidiary ) of the Company having a fair market value equal to 25 % or more of the fair value of all of the assets of the Company immediately prior to such a transaction