definiens: means, with respect to either the Company or Assertio, anyproposal or offer with respect to any direct or indirect acquisition or purchase or license, in one transaction or a seriesof transactions, and whether through any merger, reorganization, consolidation, tender offer, self - tender, exchangeoffer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, licensing or similar transaction, or otherwise, of ( A ) assets or businesses of such Personand its Subsidiaries that generate more than 15 % of the consolidated net revenues or net income ( for the twelve ( 12)month period ended on the last day of such Person ’s most recently completed fiscal quarter ) or that represent morethan 15 % of the total assets ( based on fair market value ) of such Person and its Subsidiaries, taken as a whole, immediately prior to such transaction, in each case other than in the ordinary course of business of such Person andits Subsidiaries, or ( B ) more than 15 % of any class of capital stock, other equity securities or voting power of suchPerson, any of its Subsidiaries or any resulting parent company of such Person, in each case other than the Mergerand other transactions contemplated by this Agreement