definiens: shall mean any transaction or series of transactions ( other than the 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 tangible orintangible assets representing 15 % or more of the consolidated assets, net revenues or net income of theAcquired 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 15 % or more of the voting power of the Company ( or 15 % or more of the voting power ofany of the other Acquired Corporations);(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 15 % or more of the votingpower of the Company ( or in the case of the other Acquired Corporations, 15 % or more of the voting power of anysuch Acquired Corporation ) or in which any Person or group shall acquire the right to acquire A-1beneficial ownership of 15 % or more of the outstanding voting power of the Company ( or in the case of the otherAcquired Corporations, 15 % or more of the voting power of any such Acquired Corporation ) ; or(e ) any combination of the foregoing