definiens: means any of the following transactions : ( i ) any merger, consolidation, share exchange, business combination, jointventure, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any Company Subsidiary that wouldconstitute a ( as such term is defined in Rule 1 - 02 of Regulation S - X promulgated under the Exchange Act, except that referencesto in such definition shall be deemed to be references to ), ( ii ) any direct or indirect acquisition or purchase, by any Person orgroup of Persons, in a single transaction or a series of related transactions, including by means of the acquisition of capital stock of any CompanySubsidiary, of assets or properties that constitute fifteen percent ( 15 % ) or more of the assets and properties ( based on fair market value ) of the Companyand the Company Subsidiaries, taken as a whole, immediately prior to such transaction, ( iii ) any direct or indirect acquisition or purchase, in a singletransaction or a series of related transactions, by any Person or group of Persons of beneficial ownership, or the right to acquire beneficial ownership, offifteen percent ( 15 % ) or more of the voting power or any class of equity securities of the Company, ( iv ) any issuance or sale or other disposition ( includingby way of merger, consolidation, share exchange, business combination, reorganization, recapitalization or other similar transaction ) in a singletransaction or a series of related transactions of fifteen percent ( 15 % ) or more of the voting power or any class of equity securities of the Company or(v ) any other transaction having a similar effect to those described in the foregoing clauses ( i ) through ( iv ), in each case, other than the Transactions, including the Offer and the Merger