definiens: ( as defined under Section 13(d ) of the Exchange Act and the rulesand regulations thereunder ) of more than a twenty percent ( 20 % ) interest in the Company Common Stock or the CompanyConvertible Preferred Stock or any of voting securities of the Company Subsidiaries or any tender offer or exchange offer thatif consummated would result in any person or ( as defined under Section 13(d ) of the Exchange Act and the rules andregulations thereunder ) beneficially owning twenty percent ( 20 % ) or more of the total outstanding voting securities of theCompany or any of its Subsidiaries, ( B ) any consolidation, business combination, merger or similar transaction involving theCompany ; ( C ) any sale, lease, exchange, transfer, license, acquisition or disposition of assets of the Company or itsSubsidiaries ( including for this purpose the outstanding equity securities of the Company ’s Subsidiaries ) for considerationequal to twenty percent ( 20 % ) or more of the market value of all of the outstanding shares of Company Common Stock on thelast trading day prior to the date of this Agreement ; or ( D ) any recapitalization, restructuring, liquidation or dissolution of theCompany ( each of clauses ( A)-(D ), an )