definiens: means ( i ) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company pursuant to which the Unitholders immediatelypreceding such transaction would hold, directly or indirectly, less than eighty percent ( 80 % ) of the Equity Interests inthe surviving or resulting entity of such transaction and ( ii ) any acquisition by any Person resulting in, or proposal oroffer, which if consummated would result in, any Person becoming the beneficial owner of, directly or indirectly, in oneor a series of related transactions, twenty percent ( 20 % ) or more of the total voting power or of any class of equitysecurities of the Company, or twenty percent ( 20 % ) or more of the consolidated total assets of the Company, in eachcase other than the transactions contemplated by this Agreement