definiens: means any transaction or series of related transactions involving : ( i ) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition ofsecurities, reorganization, recapitalization, tender oﬀer, exchange oﬀer or other similar transaction : ( i ) in which a Party is a constituent entity ; ( ii ) in which aPerson or ( as deﬁned in the Exchange Act and the rules promulgated thereunder ) of Persons directly or indirectly acquires beneﬁcial or recordownership of securities representing more than 20 % of the outstanding securities of any class of voting securities of a Party or any of its Subsidiaries ; or(iii ) in which a Party or any of its Subsidiaries issues securities representing more than 20 % of the outstanding securities of any class of voting securitiesof such Party or any of its Subsidiaries ; provided, that in the case of Company, the Closing Financing shall not be an ; or ( ii ) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets thatconstitute or account for 20 % or more of the consolidated book value or the fair market value of the assets of a Party and its Subsidiaries, taken as awhole