definiens: means any transaction or series of transactions i nvolving : ( a ) any merger, consolidation, share exchange, busi ness combination, issuance of securities, direct or indirect acquisition of securities, recap italization, tender offer, exchange offer or other similar transaction involving the Company ; ( b ) any direct or indirect sale, lease, exchange, t ransfer, license, acquisition or disposition of a material portion of the business or assets of the Company ; or ( c ) any liquidation or dissolution of the Company . means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is un der common control with such specified Person, including, without limitation, any general partner, limited partner, member, officer, director or mana ger of such Person and any venture capital or private e quity fund now or hereafter existing that is contro lled by one or more general partners or managing members of, or shares the same management company with, such Person . For purposes of this definition, the terms or means the possession, direct or indirect, of powe r to direct or cause the direction of management or policies ( whether through ownershi p of voting securities, by contract or otherwise )