definiens: shall mean any proposal offer, inquiry or indication of interest(whether or not in writing ) from any Person ( other than Parent and its Affiliates ) or, within the meaning ofSection 23(d ) of the Exchange Act, relating to, in a single transaction or series of related transactions, any(a ) acquisition, transfer, lease or license of assets of the Company and its Subsidiaries equal to 20 % or more of theCompany ’s consolidated assets or to which 20 % or more of the Company ’s consolidated revenues or earnings areattributable, ( b ) issuance or acquisition of 20 % or more of the outstanding Company Common Stock,(c ) recapitalization, tender offer or exchange offer that if consummated would result in any Person or groupbeneficially owning 20 % or more of the outstanding Company Common Stock, ( d ) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, or similar transaction involving the Companyor any of its Subsidiaries that if consummated would result in any Person or group beneficially owning 20 % or more ofthe outstanding Company Common Stock or ( e ) joint venture, liquidation or similar transaction that involves 20 % ormore of the consolidated assets, revenues or earnings of the Company, in each case other than the Transactions