definiens: shall mean any transaction or series of related transactions ( other than thetransactions contemplated by this Agreement ) resulting in ( or if completed would result in ): ( i ) any purchase from, oracquisition by, any Person or ( as defined under Section 13(d ) of the Exchange Act and the rules andregulations thereunder ) of more than a twenty percent ( 20 % ) interest in the total outstanding voting securities of theCompany or any tender offer or exchange offer that if consummated would result in any Person or group ( as definedunder Section 13(d ) of the Exchange Act and the rules and regulations thereunder ) beneficially owning twenty percent(20 % ) or more of the total outstanding voting securities of the Company ; ( ii ) any merger, consolidation, businesscombination or other similar transaction involving the Company ( A ) pursuant to which any Person or ( asdefined in or under Section 13(d ) of the Exchange Act ), other than the Company Stockholders ( as a group)immediately prior to the consummation of such transaction, would hold Company Shares representing more thantwenty percent ( 20 % ) of the Company Shares outstanding after giving effect to the consummation of such transactionor ( B ) as a result of which the Company Stockholders ( as a group ) immediately prior to the consummation of suchtransaction would hold Company Shares representing less than eighty percent ( 80 % ) of the Company Sharesoutstanding after giving effect to the consummation of such transaction ; ( iii ) any sale, lease ( other than in the ordinarycourse of business ), exchange, transfer, exclusive license ( other than in the ordinary course of business ), acquisitionor disposition of more than twenty percent ( 20 % ) of the assets of the Company ( including its Subsidiaries taken as awhole ), it being understood that voting securities of any Subsidiaries of the Company are to be deemed assets of theCompany, or ( iv ) -5 - any liquidation or dissolution of the Company ; provided, however, the Merger and the transactions contemplatedhereby shall not be deemed an Acquisition Proposal in any case