definiens: means any ( a ) merger, consolidation, business ---------------------combination, or similar transaction involving the Company or any SignificantSubsidiary of the Company pursuant to which the shareholders of the Companyimmediately prior to such transaction would own less than 70 % of any class ofequity securities of the entity surviving or resulting from such transaction ( orthe ultimate parent entity thereof ), ( b ) sale or other disposition directly orindirectly of assets of the Company or the Company Subsidiaries representing 30%or more of the consolidated assets of the Company and the Company Subsidiaries,(c ) issuance, sale, or other disposition of securities ( or options, rights orwarrants to purchase, or securities convertible into or exchangeable for, suchsecurities ) in each case by the Company to any person or ( as defined inRule 13d-5(b)(1 ) under the Exchange Act ) representing 30 % or more of the votingpower of the Company or ( d ) transaction in which any person shall acquirebeneficial ownership, or the right to acquire beneficial ownership or any groupshall have been formed which beneficially owns or has the right to acquirebeneficial ownership of, 30 % or more of the outstanding voting capital stock ofthe Company ( other than any shares beneficially owned by AHP or itsSubsidiaries )