definiens: means any of the following transactions ( other than the transactions contemplated by this Agreement ): ( i ) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50 % of the aggregate equity interests in the surviving or resulting entity of such transaction or of any direct or indirect parent thereof ; ( ii ) a sale or other disposition by the Company of assets representing in excess of 50 % of the aggregate fair market value of the Company 's business immediately prior to such sale or other disposition ; or ( iii ) an acquisition by any person or group ( including by way of a tender offer or an exchange offer or an issuance of capital stock 58 < PAGE > by the Company ), directly or indirectly, of beneficial ownership of 50 % or more of the voting power of the then outstanding shares of capital stock of the Company