definiens: shall mean any transaction or series of transactions involving:(a ) any merger, consolidation, business combination ( including by way of share exchange, joint venture orany similar transaction ) or similar transaction involving any Acquired Corporation;(b ) any direct or indirect sale, license, lease, transfer, exchange or other disposition, in one transaction or aseries of transactions, including by merger, consolidation, business combination, share exchange, joint venture, extraordinary dividend, recapitalization, corporate reorganization or otherwise, of any business or assetsrepresenting 50 % or more of the consolidated assets, net income or net revenues of the Acquired Corporations, taken as a whole;(c ) any issuance, sale, or other disposition, in one transaction or series of transactions, including by way ofmerger, consolidation, business combination, share exchange, joint venture or any similar transaction, ofsecurities ( or options, rights or warrants to purchase, or securities convertible into or exchangeable for, suchsecurities ) representing 50 % or more of the voting power of the Company ; A-12(d ) any transaction, including any tender offer or exchange offer, that if consummated would result in orwould reasonably be expected to result in any Person or group beneficially owning 50 % or more of the votingpower of the Company or in which any Person or group shall acquire the right to acquire beneficial ownership of50 % or more of the outstanding voting power of the Company ; or(e ) any combination of the foregoing