definiens: means any ( a ) merger, consolidation, business combination ( including by way of shareexchange, joint venture or any similar transaction ) or similar transaction involving the Company or any Company Subsidiarypursuant to which the stockholders of the Company immediately prior to such transaction would own less than 70 % of thevoting power of the entity surviving or resulting from such transaction ( or the ultimate parent entity thereof ), ( b ) any direct orindirect sale, or other disposition, in one transaction or a series of transactions, by merger, consolidation, businesscombination, share exchange, joint venture or otherwise, of assets representing 30 % or more of the consolidated assets of theCompany and the Company Subsidiaries, ( c ) issuance, sale, or other disposition of ( including by way of merger, consolidation, business combination, share exchange, joint venture or any similar transaction ) securities ( or options, rights orwarrants to purchase, or securities convertible into or exchangeable for, such securities ) representing 30 % or more of thevoting power of the Company, ( d ) transaction, including any tender offer or exchange offer, that if consummated would resultin or would reasonably be expected to result in any Person or group beneficially owning 30 % or more of the voting power ofthe Company or in which any Person or group shall acquire the right to acquire beneficial ownership of 30 % or more of theoutstanding voting power of the Company or ( e ) any combination of the foregoing