definiens: means any offer, inquiry or proposal concerning or relating to, or that could reasonably beexpected to lead to, any ( a ) merger, consolidation, reorganization, tender offer, self - tender, exchange offer, recapitalization, liquidation, dissolution or other business combination or similar transaction involving the Company, ( b ) license, jointventure, partnership or other similar transaction involving or with respect to the Levadex Product and/or the Tempo Device,(c ) sale, lease, license, joint venture, partnership or other transaction that would, directly or indirectly, result in any third partyacquiring or licensing assets ( including Equity Interests of a Company Subsidiary ) or any Company Subsidiary representing, directly or indirectly, 25 % or more of the consolidated assets of the Company and the Company Subsidiaries ( other than theLevadex Product and the Tempo Device ), ( c ) issuance or sale by the Company of Equity Interests representing 25 % or more ofthe voting power of the Company, ( d ) transaction in which any Person will acquire beneficial ownership or the right to acquirebeneficial ownership or any group has been formed which beneficially owns or has the right to acquire beneficial ownershipof, Equity Interests representing 25 % or more of the voting power of the Company or ( e ) any combination of the foregoing ( ineach case, other than the Offer and the Merger )