definiens: means, with respect to any Party, anyoffer, proposal or indication of interest ( other than an offer, proposal or indication of interest by another Party)contemplating or otherwise relating to any transaction or series of related transactions involving any : ( i ) merger, consolidation, share exchange, business combination, issuance of securities, director indirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transactionin which : ( i ) a Person or ( as defined in the Exchange Act and the rules promulgated thereunder ) ofPersons directly or indirectly acquires beneficial or record ownership of securities representing 15 % or moreof the outstanding shares of any class of voting securities of such Party ; or ( ii ) such Party issues securitiesrepresenting 15 % or more of the outstanding shares of any class of voting securities of such Party ; ( ii ) sale, lease, exchange, transfer or disposition of any assets that constitute or account for : ( i)15 % or more of the consolidated net revenues of such 65 Party, consolidated net income of such Party or consolidated book value of such Party ; or ( ii ) 15 % or moreof the fair market value of the assets of such Party ; or ( iii ) liquidation or dissolution of such Party