definiens: means any proposal or offer for, whether in one transaction or a series ofrelated transactions, any ( a ) merger, consolidation, business combination, reorganization, recapitalization or similartransaction involving the Company or any Company Subsidiary that would constitute a ( as defined inRule 1 - 02 of Regulation S - X, but substituting 20 % for references to 10 % therein ), ( b ) sale or other disposition, directly orindirectly, by merger, consolidation, liquidation, dissolution, share exchange or any similar transaction, of any assets of theCompany or the Company Subsidiaries representing 20 % or more of the consolidated assets of the Company and theCompany Subsidiaries, ( c ) issue, sale or other disposition by the Company of ( including by way of merger, consolidation, share exchange or any similar transaction ) securities ( or options, rights or warrants to purchase, or securities convertible into, such securities ) representing 20 % or more of the votes or value associated with the outstanding voting equity securities of theCompany, ( d ) tender offer or exchange offer in which any Person or ( as such term is defined under the Exchange Act)offers to acquire beneficial ownership ( as such term is defined in Rule 13d-3 under the Exchange Act ), or the right to acquirebeneficial ownership, of 20 % or more of the outstanding Company Common Shares, or ( e ) transaction which is similar inform, substance or purpose to any of the foregoing transactions ; provided, however, that the term shall not include ( i ) the Offer, the Merger or any of the other transactions contemplated by this Agreement or ( ii)any merger, consolidation, business combination, reorganization, recapitalization or similar transaction solely among theCompany and one or more Company Subsidiaries or among Company Subsidiaries