definiens: means any transaction or series of relatedtransactions ( other than the Transactions ) involving : ( i ) any acquisition or purchase by anyThird Party, directly or indirectly, of more than twenty percent ( 20 % ) of any class ofoutstanding voting or equity securities of [COMPANY], or any tender offer ( including a self - tenderoffer ) or exchange offer that, if consummated, would result in any Third Party beneficiallyowning more than twenty percent ( 20 % ) of any class of outstanding voting or equitysecurities of [COMPANY] ; ( ii ) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving Asteriasand a Third Party pursuant to which the stockholders of [COMPANY] immediately preceding suchtransaction hold less than eighty percent ( 80 % ) of the equity interests in the surviving orresulting entity of such transaction ; ( iii ) any sale, lease ( other than in the ordinary course ofbusiness ), exchange, transfer or other disposition to a Third Party of more than twentypercent ( 20 % ) of the consolidated assets, revenue or net income of [COMPANY] and itsSubsidiaries ( with assets being measured by the fair market value thereof ) ; or ( iv ) anycombination of the foregoing