definiens: means any inquiry, proposal or offer ( whether or not conditioned and whether or notin writing ) with respect to any ( i ) merger, consolidation, share exchange, other business combination or similar transactioninvolving the Company ; ( ii ) sale, lease, contribution, license or other disposition, directly or indirectly, of any business orassets of the Company representing fifteen percent ( 15 % ) or more of the consolidated revenues, net income or assets of theCompany ; ( iii ) issuance, sale or other disposition, directly or indirectly, to any Person ( or the stockholders of any Person ) ofsecurities ( or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities)representing fifteen percent ( 15 % ) or more of the voting power of the Company ; ( iv ) transaction in which any Person ( or thestockholders of any Person ) shall acquire, directly or indirectly, beneficial ownership, or the right to acquire beneficialownership, or formation of any group which beneficially owns, or has the right to acquire beneficial ownership of, fifteenpercent ( 15 % ) or more of the Company Capital Stock or securities ( or options, rights or warrants to purchase, or securitiesconvertible into or exchangeable for, such securities ) representing fifteen percent ( 15 % ) or more of the voting power of theCompany ; or ( v ) any combination of the foregoing ( in each case, other than the Merger or the other transactionscontemplated by this Agreement )