definiens: means any transaction involving : ( i ) any sale, license, lease, exchange, transfer or other disposition of the assets of the Company or any subsidiary of the Company constitutingmore than fifty percent ( 50 % ) of the consolidated assets of the Company or accounting for more than fiftypercent ( 50 % ) of the consolidated revenues of the Company in any one transaction or in a series ofrelated transactions ; ( ii ) any offer to purchase, tender offer, exchange offer or any similar transaction orseries of related transactions made by any Person whereby such Person would become the beneficialowner of more than fifty percent ( 50 % ) of the then - outstanding voting securities of the Company ; or ( iii)any merger, consolidation, business combination, share exchange, reorganization or similar transactionor series of related transactions involving the Company or any subsidiary of the Company whereby theholders of voting securities of the Company immediately prior to any such transaction hold less than fiftypercent ( 50 % ) of the voting securities of the Company or the surviving company ( or its parent company)immediately after the consummation of any such transaction