definiens: means, whether in a single transaction or as part of a series of related transaction, any ( a ) merger, consolidation, business combination or similar transaction involving the Company or any of its SignificantSubsidiaries pursuant to which the stockholders of the Company immediately prior to such transaction would own less than85 % of the aggregate voting power of the entity surviving or resulting from such transaction ( or the ultimate parent entitythereof ), ( b ) sale, lease, exclusive license or other disposition, directly or indirectly, by merger, consolidation, businesscombination, share exchange, joint venture or otherwise of assets of the Company or its Subsidiaries representing 15 % ormore of the consolidated assets of the Company and its Subsidiaries, ( c ) issuance, sale or other disposition ( including by wayof merger, consolidation, business combination, share exchange, joint venture or any similar transaction ) of securities ( oroptions, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities ) representing 15 % ormore of the voting power of the Company, ( d ) transaction in which any Person shall acquire beneficial ownership, or the rightto acquire beneficial ownership or any group shall have been formed which beneficially owns or has the right to acquirebeneficial ownership of, 15 % or more of the outstanding voting capital stock of the Company or ( e ) any combination of theforegoing ( other than the Offer, the Merger or the Second Merger )