definiens: means, with respect to the Company or Parent, any offer or proposal concerning anytransaction ( or series of related transactions ) involving : ( A ) any merger, consolidation, business combination, or similartransaction involving such party, ( B ) any sale, lease, license or other disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture, or otherwise of assets of such party representing 20 % ormore of the consolidated assets of such party and its Subsidiaries, ( C ) issuance, sale, or other disposition of ( including by wayof merger, consolidation, business combination, share exchange, joint venture, or any similar transaction ) securities ( oroptions, rights or warrants to purchase, or securities convertible into or exchangeable for such securities ) representing 20 % ormore of the voting power of such party, ( D ) in which any person or of persons ( as defined in Section 13(d ) of theExchange Act ) directly or indirectly acquires beneficial ownership, or the right to acquire beneficial ownership of 20 % ormore of the outstanding voting capital stock of such party, ( E ) any liquidation or dissolution of such party, or ( F ) anycombination of the foregoing ( other than the Merger and other than the license or sale of Intellectual Property approved bythe Operating Committee pursuant to Sections 6.1(b)(B ) and 6.2(b)(B ) )