definiens: means, other than the Transactions, ( a ) any merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin - off, share exchange, business combination or similar transaction involving any AcquiredCompany that, if consummated, would result in any Person or ( as defined in the Exchange Act ) owning, directly or indirectly, twenty percent(20 % ) or more of the total voting power of or any class of equity securities ( or options, rights, or warrants to purchase, or securities convertible into orexchangeable for, any such securities ) of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or such survivingentity ; or ( b ) any transaction ( including any single- or multi - step transaction ) or series of related transactions directly or indirectly involving ( i ) theacquisition or purchase of twenty percent ( 20 % ) or more of the total voting power of or any class of equity securities ( or options, rights, or warrants topurchase, or securities convertible into or exchangeable for, any such securities ) of the Company, ( ii ) the acquisition or purchase of tangible or intangibleassets of the Acquired Companies representing twenty percent ( 20 % ) or more of the total revenue, net income, EBITDA or total assets ( it beingunderstood that such determination includes equity securities of Subsidiaries ) of the Acquired Companies, taken as a whole, or ( iii ) the sale, lease, license, transfer, lapse or abandonment of twenty percent ( 20 % ) or more of the total tangible or intangible assets of the Acquired Companies relating tothe Product or any Intellectual Property embodied therein or relating thereto